Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and its Affiliates, the Lead Arranger and their respective Affiliates (including, without duplication)limitation, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP counsel (exclusive of any which shall be limited to one counsel to the Administrative Agent and one local counsel as reasonably necessary special counsel) and, in any relevant jurisdiction material to the interests of the Lenders taken as a whole (and solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and (if reasonably necessary) one local counsel in each case relevant jurisdiction to the Administrative Agent and its Affiliates) and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, and the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iv) all out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any Agent, the Administrative Agent and the LendersIssuing Bank or any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the this Agreement or any other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section 12.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction andCredit, except in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyout-of-pocket expenses described in this clause (iv) to the extent that Section 12.03(b) expressly provides that the Borrower shall not indemnify such party for such out-of-pocket expenses. (b) The THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGERS, THE ISSUING BANK, AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY (OTHER THAN EXPENSES IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS DATED OF EVEN DATE HEREWITH, WHICH EXPENSES SHALL ONLY BE PAID BY THE BORROWER TO THE EXTENT PROVIDED IN SECTION 12.03(a)), (ii) THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (iii) THE FAILURE OF THE PARENT, THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iv) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (v) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (vi) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vii) THE OPERATIONS OF THE BUSINESS OF THE PARENT, THE BORROWER AND THEIR RESTRICTED SUBSIDIARIES BY THE PARENT, THE BORROWER AND THEIR RESTRICTED SUBSIDIARIES, (viii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (ix) ANY ENVIRONMENTAL LAW APPLICABLE TO THE PARENT, THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON ANY OF THEIR PROPERTIES, (x) THE BREACH OR NON-COMPLIANCE BY THE PARENT, THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE PARENT, THE BORROWER OR ANY RESTRICTED SUBSIDIARY, (xi) THE PAST OWNERSHIP BY THE PARENT, THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xii) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE PARENT, THE BORROWER OR ANY RESTRICTED SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE PARENT, THE BORROWER OR ANY OF THEIR RESTRICTED SUBSIDIARIES, (xiii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE PARENT, THE BORROWER OR ANY OF THEIR RESTRICTED SUBSIDIARIES, (xiv) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, INCLUDING ITS OWN ORDINARY NEGLIGENCE, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE; PROVIDED THAT THE BORROWER SHALL NOT INDEMNIFY ANY INDEMNITEE FOR (i) CLAIMS AMONG LENDERS OR BETWEEN LENDERS AND THEIR RELATED PARTIES (OTHER THAN SUCH CLAIMS AGAINST AN AGENT OR ARRANGER IN ITS CAPACITY AS SUCH) TO THE EXTENT NOT RELATED TO A BREACH OF AN OBLIGATION OF THE PARENT, THE BORROWER OR ANY SUBSIDIARY AND (iii) LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES THAT ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO BE A DIRECT RESULT OF A MATERIAL BREACH OF THIS AGREEMENT MADE BY SUCH INDEMNITEE IN BAD FAITH. (c) To the extent that the Borrower shall indemnify the Administrative fails to pay any amount required to be paid by it to any Agent, the Lead ArrangerArrangers or the Issuing Bank under Section 12.03(a) or (b), each Lender and each Related Party of any severally agrees to pay to such Agent, the Arrangers or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (each time that the applicable unreimbursed expense or indemnity payment is sought) of such Person being called an “Indemnitee”) againstunpaid amount; provided that the unreimbursed expense or indemnified loss, and hold each Indemnitee harmless fromclaim, any and all actionsdamage, suitsliability or related expense, investigationsas the case may be, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, was incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or therebysuch Agent, the performance by the parties to the Loan Documents of their respective obligations thereunder Arrangers or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee Issuing Bank in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)such. (cd) No Loan Party To the extent permitted by applicable law, the Parent and the Borrower shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaive, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section 12.03 shall be payable not later than thirty (30) 10 days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication)Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and Lead Arranger (exclusive of any reasonably necessary special counsel) and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party(and, if reasonably necessary, one firm of local counsel in each case for relevant jurisdiction) and any other counsel retained with the Administrative AgentBorrower’s consent), in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for all of the Administrative Agent and foregoing (and, solely in the Lenderscase of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction)), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section 9.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with: (i) Taxes, fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (ii) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such counsel shall Loan Party fails to pay or take; and (iii) forwarding loan proceeds, collecting checks and other items of payment, and costs and expenses of preserving and protecting the Collateral. All of the foregoing costs and expenses may be limited charged to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) the Borrower as may reasonably be deemed necessary by the Administrative Agent Loans or to another deposit account, all as described in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partySection 2.18(c). (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or liabilities and related expenses of any kind or nature whatsoever and (except for Taxes, which shall be covered by Section 2.17), including the reasonable and documented or invoiced out-of-pocket fees fees, charges and expenses disbursements of any one counsel for all Indemnitees (and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) to each group of affected Indemnitees similarly situated taken as a whole and any Indemniteeother counsel retained with the Borrower’s consent), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, (iv) the failure of the Borrower to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrower for Indemnified Taxes or Other Taxes pursuant to Section 2.17, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee or the Borrower or an Affiliate thereof is a party thereto (collectivelythereto; provided, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings, costs liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee Party of such Indemnitee, (y) result from a claim brought by the Borrower or any of its Subsidiaries against such Indemnitee or any Related Indemnitee Party of such Indemnitee for material breach of such Indemnitee’s express obligations hereunder or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and non-appealable judgment by a court of competent jurisdiction in its favor on such claim as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of or in connection with result from any proceeding that dispute solely among Indemnitees and does not involve an any act or omission by Parent any Loan Party or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee their Subsidiaries (other than claims against an Indemnitee the Administrative Agent and Issuing Banks in its capacity or in fulfilling its role their respective capacities as an administrative agent or arranger or any similar role under this Agreementsuch). (c) No To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under clause (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. (d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not), except as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee Party of such Indemnitee. (iie) No Indemnitee nor any Loan Party shall be liable 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing in this clause (e) shall relieve any Loan Party of any obligation it may have pursuant to the terms of this Agreement to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (df) All amounts due under this Section 9.03 shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent Agent, the Issuing Banks and the LendersLenders (unless a conflict of interest exists among any such Persons in which case each such Person affected by such conflict of interest shall have separate counsel, the fees of which shall be reimbursed by the Borrower) in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)this Agreement, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The Borrower shall indemnify the Administrative Agent, the Joint Bookrunners and Lead ArrangerArrangers, each Lender Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries or any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of the Borrower or any Subsidiary resulting from or based upon the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of theory whether brought by a third party or by Parent the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (ii) arise out of a dispute that is brought by an Indemnitee against another Indemnitee (other than against Xxxxx Fargo Securities, LLC as a Joint Bookrunner and Lead Arranger or the Administrative Agent in its capacity as such) not involving any act or omission by the Borrower or its Affiliates. This Section 9.03(b) shall not apply to any Taxes other than any Taxes that represent losses, claims, damages, liabilities or related expenses from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, each party to this Agreement agrees not to assert, and each hereby waives, any claim against any other party to this Agreement, 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that the foregoing limitation shall not be deemed to impair or affect the indemnification obligations of the Borrower under the Loan Documents. (de) No Person indemnified under this Agreement 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 transaction contemplated hereby or thereby. (f) All amounts due under this Section shall be payable not later than thirty ten (3010) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay promptly following written demand (including documentation supporting such request), (i) all reasonable and documented or invoiced out-of-out of pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one outside general counsel (exclusive of any reasonably necessary special counsel) andplus, in the case of an actual or reasonably perceived conflict of interestif necessary, one additional local counsel per affected party, in each case any relevant jurisdiction and one counsel with respect any specialized matters) for the Administrative Agent, Agent in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effective), the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent or any Lender taken as a whole, and if reasonably necessary, one additional local counsel and one additional specialist counsel in each other jurisdiction, but excluding any allocated costs of in-house counsel (and, in light of actual or perceived conflicts of interest or the Lendersavailability of different claims or defenses, with the Borrower’s consent (not to be unreasonably withheld or delayed), one additional counsel for each similarly affected group of Lenders (taken as a whole) and, if reasonably necessary, one additional local counsel and one additional specialist counsel in each other jurisdiction, but excluding any allocated costs of in-house counsel), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative AgentAgent and each Lender, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or expenses incremental taxes, liabilities and related expenses, including the reasonable fees, charges and disbursements of one outside general counsel (plus, if necessary, one local counsel in any kind or nature whatsoever relevant jurisdiction and reasonable and documented or invoiced out-of-pocket fees and expenses of one counsel with respect any counsel specialized matters) for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent a Loan Party or any a Subsidiary, or any other Environmental Liability related in any way to Parent a Loan Party or any a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings, costs liabilities or related expenses (x1) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a by final and non-appealable judgmentnonappealable judgment to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee, or (yB) a claim made by the Borrower alleging that such losses, claim, damages, penalties, liabilities or expenses arose out from material breach of the Loan Documents by such Indemnitee or in connection with (2) arise from any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee disputes solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or the Administrative Agent, arranger or any similar role under this Agreementthe Loan Documents). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) No To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof) (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or any Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Loan Parties’ failure to pay any such amount shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent. (d) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients others of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agents and their respective Affiliates (without duplication)Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional a single counsel per affected party, in each case for the Administrative AgentAgents, as applicable, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), the transactions contemplated hereby or thereby shall be consummated) and (ii) if an Event of Default occurs, all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative either Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative either Agent and the Lendersor any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyDocuments. (b) The Borrower shall indemnify the Administrative each Agent, the Lead Arrangerand each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the reasonable fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitee shall be designated a party thereto, which may be incurred by any Indemnitee, relating to or arising out of any actual or proposed use of proceeds of Loans hereunder for the purpose of acquiring equity securities of any Person or any exercise of remedies under the Loan Documents; provided, that no Indemnitee shall have the right to be indemnified hereunder (i) with respect to the acquisition of equity securities of a wholly-owned Subsidiary, or of a Person who prior to such acquisition did not conduct any business, or (ii) for its own gross negligence or willful misconduct. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to either Agent under paragraph (a) or (b) of this Section, (i) each Lender, in the case of this Agreement, severally agrees to pay to the Administrative Agent such Lender’s ratable share (determined in accordance with such Lender’s share of the total Commitments or Loans outstanding as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Commitments are terminated and no Loans shall remain outstanding, determined in accordance with such Lender’s share of the Loans outstanding at the time of repayment) of such unpaid amount and (ii) each Secured Party, in the case of the Collateral Agreement, severally agrees to pay to the Collateral Agent such Secured Party’s ratable share (determined in accordance with such Secured Party’s share of the Obligations) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee Agent in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)such. (cd) No Loan Party To the extent permitted by applicable law, the Borrower shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 the Loan Document Documents or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or the use of the proceeds thereof; provided that the foregoing waiver shall not apply to special, indirect or consequential damages (but shall apply to punitive damages) attributable to the failure of a Lender to fund Loans, when required to do so hereunder, promptly after the receipt of notice of such failure. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including (A) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP (exclusive of any and to the extent reasonably determined by the Administrative Agent to be necessary special counsel) one local and regulatory counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived a conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)the transactions contemplated hereby or thereby shall be consummated) and (B) the fees, charges and disbursements of the Independent Expert, (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank, the Independent Expert or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent Agent, the Issuing Banks, the Independent Expert and the Lenders, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special including regulatory counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived a conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent Holdings or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent Holdings or any Subsidiary, or any other Environmental Liability related in any way to Parent Holdings or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectivelythereto, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a final and by final, non-appealable judgment) judgment to have resulted from the gross negligence or (y) arose out wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)Related Parties. (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Swingline Lender or any Issuing Bank under paragraph (a) or (b) of this Section, and without limiting the Borrower’s obligation to do so, each Lender severally agrees to pay to the Administrative Agent, such Swingline Lender or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Swingline Lender or such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at the time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the fullest extent permitted by applicable law, none of Holdings, any Intermediate Parent or the Borrower shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients others of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; ), provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty (30) days 10 Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, Agent and its Affiliates and the Lead Arranger and their respective Affiliates (without duplication)Arrangers, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)the transactions contemplated hereby or thereby shall be consummated) or in connection with an Incremental Assumption Agreement and the transactions contemplated thereby, but limited in the case of fees and expenses of counsel to reasonable fees, disbursements and other charges of a single counsel to the Administrative Agent and the Lead Arrangers, and, if reasonable necessary, of a single local counsel to the Administrative Agent and the Lead Arrangers in such relevant jurisdiction, which may be a single local counsel acting in multiple jurisdictions and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any LenderLender or Lead Arranger, including the fees, charges and disbursements of any counsel for the Administrative any Agent and the Lendersor any Lender or Lead Arranger, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such , but limited in the case of fees and expenses of counsel shall be limited to reasonable fees, disbursements and other charges of one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by to the Administrative Agent and one counsel to the Lenders taken as whole and, if reasonably necessary, of a single local counsel to the Administrative Agent and a single local counsel to the Lenders in each relevant jurisdiction jurisdiction, which may be a single local counsel acting in multiple jurisdictions and, in the case of an actual or reasonably perceived potential conflict of interest, one additional counsel per to the affected partypersons. (b) The Borrower shall indemnify the Administrative AgentAgent and each Lender, the Lead ArrangerArrangers, each Lender the Administrative Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesinvestigation, proceedings suit or expenses proceeding, liabilities and related expenses, including the fees, charges and disbursements of any kind counsel, but limited to reasonable fees, disbursements and other charges of one counsel to the Indemnitees and, if reasonably necessary, of a single local counsel to the Indemnitees in each relevant jurisdiction, which may be a single local counsel acting in multiple jurisdictions and, in the case of an actual or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses potential conflict of any interest, one additional counsel for any Indemniteeto the affected persons, incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower or any Subsidiary equity holders, Affiliates, creditors and regardless of whether any Indemnitee is a party thereto (collectivelythereto, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilitiescosts, proceedings, costs expenses or liabilities or related expenses are (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, final non-appealable judgment to have resulted from the gross negligence negligence, bad faith, or willful misconduct of such Indemnitee Indemnitee; or (iiy) arising out of a dispute solely between or among indemnified persons not involving any act or omission of the Borrower (except that the Administrative Agent or Lead Arrangers in their respective roles as such shall be indemnified on the terms set forth herein). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate principal amount of outstanding Loans and unused Commitments at the time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the fullest extent permitted by applicable law, no party to this Agreement and no Indemnitee shall assert, and each hereby waives, any claim against any other party to this Agreement or 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify any Indemnitee against special, indirect, consequential or punitive damages awarded against such Indemnitee in favor of a third party in a final, non-appealable judgment by a court of competent jurisdiction. No Indemnitee referred to in paragraph (b) above 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 determined by a court of competent jurisdiction by final non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. (de) All amounts due under this Section shall be payable not later than thirty (30) days three Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented or invoiced out-of-pocket costs and out‑of‑pocket expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative AgentAgent (limited to one primary counsel, one local counsel in each reasonably necessary jurisdiction, one specialty counsel in each reasonably necessary specialty area, and one or more additional counsel if one or more actual conflicts of interest arise), in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent Agent, the Issuing Bank or any Lender (limited to one primary counsel, one local counsel in each reasonably necessary jurisdiction, one specialty counsel in each reasonably necessary specialty area, and the Lendersone or more additional counsel if one or more actual conflicts of interest arise), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket costs and of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary Credit. Expenses being reimbursed by the Administrative Agent in each relevant jurisdiction andLoan Parties under this Section include, in without limiting the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any generality of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedingsfees, costs or related and expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, incurred in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.:

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Arrangers and each of their respective Affiliates (without duplication)Affiliates, including limited, in the case of fees, disbursements and charges of counsel, to the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of one law firm acting as primary counsel and any reasonably necessary additional special counsel) andcounsel for the Administrative Agent and the Lead Arrangers, in taken as a whole, and a single local counsel for the case of an actual or reasonably perceived conflict of interestAdministrative Agent and the Lead Arrangers, one additional counsel per affected partytaken as a whole, in each case for relevant jurisdiction material to the Administrative Agentinterests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions), in connection with the syndication of the credit facilities provided for herein, and the negotiation, preparation, execution, delivery and administration of this Agreement and the Loan other Credit Documents and any other documents prepared in connection herewith or therewith, or any amendments, supplements, modifications or waivers of the provisions hereof or thereof (or proposed amendments, modifications or waiversin each case, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable and documented fees, charges and disbursements of one law firm acting as primary counsel and any additional special counsel for the Administrative Agent and the LendersLenders taken as a whole, a single local counsel acting as counsel for the Administrative Agent and the Lenders taken as a whole in each relevant jurisdiction material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions) and, solely in the event of a conflict of interest, whether actual or potential, the reasonable and documented fees, disbursements and other charges of one additional counsel for each Lender subject to such conflict and, to the extent necessary, one local counsel and/or special counsel for each Lender subject to such conflict in each jurisdiction material to the interests of each such Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)this Agreement, including its rights under this Section Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel Loans and such local counsel (exclusive iii) any charges of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each IntraLinks/IntraAgency or other relevant jurisdiction and, in the case of an actual website or reasonably perceived conflict of interest, one additional counsel per affected partyCUSIP charges. (b) The Borrower shall indemnify the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead ArrangerArrangers and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses (but limited, proceedings or expenses in the case of any kind or nature whatsoever fees, charges and disbursements of counsel, to the reasonable and documented or invoiced out-of-pocket fees fees, charges and expenses disbursements of one law firm acting as primary counsel and any additional special counsel for any Indemniteethe Administrative Agent and the Lenders taken as a whole, a single local counsel acting as counsel for the Administrative Agent and the Lenders taken as a whole in each relevant jurisdiction material to the interests of the Lenders (which may include a single firm of special counsel acting in multiple jurisdictions) and, solely in the event of a conflict of interest, whether actual or potential, the reasonable and documented fees, disbursements and other charges of one additional counsel for each Lender subject to such conflict and, to the extent necessary, one local counsel and/or special counsel for each Lender subject to such conflict in each jurisdiction material to the interests of each such Lender), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectivelyand whether or not the same are brought by the Borrower, “Indemnified Liabilities”)its equity holders, affiliates or creditors or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, or the material breach of any of such Indemnitee’s or any of its Related Parties’ express obligations hereunder or (iiy) relate to disputes solely among Indemnitees that do not involve any act or omission by the Borrower or any of its Related Parties, other than claims against any Indemnitee in its capacity as agent, arranger or bookrunner or similar role under this Agreement, and provided further, that this Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Swingline Lenders or the Uncommitted Swingline Lenders under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lenders or the Uncommitted Swingline Lenders, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lenders or the Uncommitted Swingline Lenders in their capacities as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and hereby waives, any claim against any Credit Party or 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or the use of the proceeds thereof; provided that this shall not limit the Borrower’s indemnification obligations pursuant to Section 9.03(b). No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach by such Indemnitee of the express obligations hereunder. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Revolving Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Lead Arrangers, Administrative Agent, the Lead Arranger Syndication Agents, the Documentation Agents and their respective Affiliates (without duplication)Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Lead Arrangers, Administrative Agent, the Syndication Agents and the Documentation Agents, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, Agents, the Issuing Banks or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lendersany Lead Arranger, Agent, Issuing Bank or Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)this Agreement, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such the obligation to pay fees, disbursements and other charges of legal counsel shall be limited to the fees, disbursements and other charges of one lead counsel to the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Documentation Agents, the Issuing Banks and such all Lenders and one additional Irish counsel to the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Documentation Agents, the Issuing Banks and all Lenders (and, if reasonably necessary, of one additional local counsel in any other relevant jurisdiction) (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, and in the case of an any actual or reasonably perceived conflict conflict, an additional conflicts counsel with respect to each of interest, one additional counsel per affected partythe above). (b) The Revolving Borrower shall indemnify the Administrative Agent, the each Lead Arranger, each Lender Agent, Issuing Bank and Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, investigationscosts, inquiries, losses, claims, damages, liabilities, proceedings expenses or expenses disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it, including the reasonable fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions hereunder or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Company or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Company or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectivelyand whether brought by any Loan Party or any other Person, “Indemnified Liabilities”)or in any other way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it under this Agreement or any other Loan Document; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or its controlled affiliates, directors, officers, employees, advisors, agents or other representatives, (as determined by a court ii) such Indemnitee’s or such controlled affiliate, director, officer, employee, advisor, agent or other representative’s material breach of competent jurisdiction in a final and non-appealable judgment) its obligations under this Agreement or the other Loan Documents or (yiii) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (dispute solely among Indemnified Persons other than claims against an Indemnitee any Lead Arranger in its capacity as such or in fulfilling its role as an administrative agent or arranger Administrative Agent or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each Agreement or the other Loan PartyDocuments or claims arising out of any acts or omissions on the part of the Revolving Borrower, the Company or any claim against any of their respective Related Parties. No Indemnitee (i) shall be liable for any direct or actual damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other any information transmission systems (including the Internet) system in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are thereby unless determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) Each Lender severally agrees to pay any amount required to be paid by the Revolving Borrower under paragraph (a) or (iib) of this Section 9.03 to the Administrative Agent, each Issuing Bank and each Swingline Lender, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Revolving Borrower and without limiting the obligation of the Revolving Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, the Revolving Borrower 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 Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or thereby, the Transactionshereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Revolving Borrower of any obligation it may have to indemnify an Indemnitee against for special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective its Affiliates (without duplication)which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements and other charges of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive one firm of any reasonably necessary special counsel) counsel and, in the case of an actual or reasonably perceived conflict of interestif necessary, one additional firm of local counsel per affected partyin each appropriate jurisdiction, in each case case, for the Administrative AgentAgent and its Affiliates), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks™) of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuers in connection with the issuance, amendment or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any L/C Issuer or any LenderLender (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel for the Administrative Agent (and, to the extent reasonably required by the Administrative Agent, one firm of local counsel for the Administrative Agent in each applicable jurisdiction) and one counsel for all of the other Lenders and L/C Issuers (and, to the extent reasonably required by the Lenders, up to one firm of local counsel for all of the other Lenders and L/C Issuers in each applicable jurisdiction), unless a Lender or its counsel reasonably determines that it would create actual or potential conflicts of interests to not have individual counsel, in which case similarly affected Lenders may have one additional firm of counsel) in connection with the enforcement or protection of any its rights or remedies (A) in connection with the this Agreement and any other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section Section, or (B) in connection with the Loans made hereundermade, including all such out-of-pocket costs expenses (subject to the foregoing limitations with respect to legal fees and expenses expenses) incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead each Bookrunner, each Arranger, the Syndication Agent, each Lender Co-Documentation Agent, each L/C Issuer and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees expenses incurred in connection with investigating or defending any of the foregoing (limited, in the case of legal expenses, to the reasonable and expenses documented out-of-pocket fees, charges and disbursements of any one firm of counsel as primary counsel and, to the extent reasonably required, a single firm of local counsel in each applicable jurisdiction for any the Indemnitees, taken as a whole, and, in the event of an actual or reasonably perceived conflict of interest (as reasonably determined in good faith by the applicable Indemnitee), one additional firm of counsel to each group of similarly affected Indemnitees) incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or the use of proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the proceeds therefromdocuments presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from (x) the willful misconduct, bad faith or gross negligence or willful misconduct of such Indemnitee or any of its Related Indemnified Persons or (y) a material breach of such Indemnitee’s or any of its Related Indemnified Persons’ obligations under the applicable Loan Documents or (ii) on have resulted from any theory of liability, for special, indirect, consequential or punitive damages dispute solely among Indemnitees (as opposed to direct or actual damages) not arising out of, in connection with, or as a result ofof any act or omission by any Loan Party or any Subsidiaries or Affiliates), other than any dispute involving claims against any Credit Party in its capacity as, or in fulfilling its role as, the Administrative Agent, an L/C Issuer, a Swingline Lender, an Arranger, a Bookrunner, agent or any similar role under or in connection with this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (d. This Section 9.03(b) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. For purposes of this Section 9.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlled Affiliate of such payment pursuant Indemnitee, (2) the respective directors, managers, officers and employees of such Indemnitee and of its controlled Affiliates and (3) the respective agents of such Indemnitee and its controlled Affiliates, in the case of this clause (3), acting at the express instructions of such Indemnitee or such controlled Affiliate; provided that each reference to a controlled affiliate, director, manager, officer or employee in this Sectionsentence pertains to a controlled affiliate, director, manager, officer or employee involved in the structuring, arrangement, negotiation or syndication of the credit facilities evidenced by this Agreement and/or the consummation of the transactions contemplated by the Loan Documents.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for and any other counsel retained with the Administrative AgentBorrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), successful) and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed). (b) The Borrower shall indemnify the Administrative Agent, each Lender, the Lead Arranger, each Lender Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any IndemniteeIndemnitee (provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Indemnitees in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower, Holdings or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent Holdings, the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower, Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of arise from disputes between or in connection with any proceeding among Indemnitees that does do not involve an act or omission by Parent Holdings, the Borrower or any of its Affiliates Restricted Subsidiary, except that is brought by an Indemnitee against the Administrative Agent and the Lead Arranger shall be indemnified in their capacities as such with respect to any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role dispute under this Agreementclause (z). (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Lead Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Lead Arranger, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Lead Arranger in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Term Loans and unused Commitments at such time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (ai) The Borrower shall pay or reimburse: (iA) all reasonable fees and reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative of each Agent, the each Joint Structuring Agent and theeach Joint Lead Arranger Arrangers and their respective Affiliates BookrunnersArranger and Bookrunner (without duplication), including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx White & Xxxxxxx LLP (exclusive of any reasonably necessary CaseMilbank LLP, special counselcounsel to the Agents) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection associated with the syndication of the credit facilities provided for herein, and the preparation, execution, execution and delivery and administration of the Loan Documents or and (in the case of the Administrative Agent) any amendments, modifications or waivers supplements of the provisions thereof hereof requested by the Borrower (or proposed amendments, modifications or waivers, whether or not effective)the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (iiB) in connection with any enforcement of the Loan Documents, all reasonable fees and documented or invoiced out-of-pocket expenses incurred by the Administrative of each Agent or and any Lender, trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative Agent Agents and the Lenderssuch trustee and one local counsel for each relevant jurisdiction, and, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceedingeach case, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably if necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one an additional counsel per affected partyin each such applicable jurisdiction) and each Lender (including the reasonable fees, disbursements and other charges of counsel for such Lender) incurred during the continuance of a Default and (C) all reasonable, documented, out-of-pocket costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the Collateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel. (ii) All payments or reimbursements pursuant to the foregoing clause (a)(i) shall be paid within thirty (30) days of written demand together with back-up documentation supporting such reimbursement request. (b) The Borrower shall indemnify the Administrative each Agent, any trustee appointed pursuant to Section 8.01(d), the Lead ArrangerIssuing Lenders and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses including the reasonable fees, charges and disbursements of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any one firm counsel for any Indemniteeall Indemnitees and, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary if necessary, one firm of local counsel in each appropriate jurisdiction, arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding (including any investigating, preparing for or defending any such claims, actions, suits, investigations or proceedings, whether or not in connection with pending or threatened litigation in which such Indemnitee is a party), whether based on contract, tort or any way related other theory and regardless of whether any Indemnitee is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower, its equity holders, its Affiliates, its creditors or any other person, relating to (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to to, or asserted against, Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)its Subsidiaries; provided that such the foregoing indemnity shall will not, as to any IndemniteeIndemnitee (or any of its Related Parties), be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a by final and non-appealable judgmentnonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee (or of any of its Related Parties), and in such case such Indemnitee (and its Related Parties) shall repay the Borrower the amount of any expenses previously reimbursed by the Borrower in connection with any such loss, claims, damages, expenses or liability to such Indemnitee and, to the extent not repaid by any of them, such Indemnitee’s Related Parties not a party to this Agreement or (y) arose out of or in connection with result from any proceeding between or among Indemnitees that does not involve an act action or omission by Parent the Borrower or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an any Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger Agent, a trustee or, a Joint Structuring Agent, a Joint Lead Arranger and Bookrunner or any other similar role under the Facilities (excluding its role as a Lender)). This Section 10.04(b) shall not apply with respect to Taxes other than Taxes that represent losses or damages arising from any non-Tax claim. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this Agreement)sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Section 10.04 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. (c) No In case any action or proceeding shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against the Borrower under the provisions of any Loan Party Document, such Indemnitee shall promptly notify the Borrower in writing and the Borrower shall, if the Borrower desires to do so, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnitee but only if (i) no Event of Default shall have occurred and be continuing and (ii) such action or proceeding does not involve any risk of criminal liability or material risk of material civil money penalties being imposed on such Indemnitee. The Borrower shall not enter into any settlement of any such action or proceeding unless such settlement (x) includes an unconditional release of such Indemnitees from all liability or claims that are the subject matter of such action or proceeding and (y) does not include any statement as to fault or culpability. The failure to so notify the Borrower shall not affect any obligations the Borrower may have to such Indemnitee under the Loan Documents or otherwise other than to the extent that the Borrower is materially adversely affected by such failure. The Indemnitees shall have the right to employ separate counsel in such action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitees unless: (i) the Borrower has agreed to pay such fees and expenses or (ii) the Indemnitees shall have been advised in writing by counsel that under prevailing ethical standards there may be a conflict between the positions of the Borrower and the Indemnitees in conducting the defense of such action or proceeding or that there may be legal defenses available to the Indemnitees different from or in addition to those available to the Borrower, in which case, if the Indemnitees notify the Borrower in writing that they elect to employ separate counsel at the expense of the Borrower, the Borrower shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitees; provided, however, that the Borrower shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any regulatory counsel and any local counsel. The Borrower shall not be liable for any settlement of any such action or proceeding effected without the written consent of the Borrower (which shall not be unreasonably withheld or delayed). (d) To the extent that the Borrower fails to pay any amount required to be paid to an Issuing Lender under paragraph (a) or (b) of this Section 10.04, each Lender severally agrees to pay to the applicable Issuing Lender, as the case may be, such portion of the unpaid amount equal to such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Issuing Lender in its capacity as such. (e) To the extent permitted by applicable law, each party hereto shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunicationsparty hereto, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Joint Bookrunners and their respective Affiliates (without duplication)Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary and approved by the prior written consent of the Borrower, such approval not to be unreasonably withheld, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the enforcement or protection of any rights or remedies remedies, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders (and, in the case of an actual or reasonably perceived conflict of interestinterest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, one additional of another firm of counsel per for such affected party). (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank, each Lender Lender, the Syndication Agent, the Joint Bookrunners and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of any one firm of counsel for all Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnitee), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out ofof any claim, actions, suits, inquiries, litigation, investigation or proceeding in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Financing Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or presence, Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or Property, any other property currently or formerly owned owned, leased or operated by Parent Holdings, the Borrower or any Subsidiary, or any other location, or any other Environmental Liability related in any way to Parent Holdings, the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing; in each case, whether based on contract, tort or any other theory, and regardless of whether such matter is brought by a third party or by Parent Holdings, the Borrower or any Subsidiary or any of their respective Affiliates and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a final and non-appealable judgmentjudgment to have resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties, (y) arose out a material breach of an obligation under the Loan Documents by such Indemnitee or in connection with any of its Related Parties or (z) any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission by Parent of Holdings, the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims any claim, action, suit, inquiry, litigation, investigation or proceeding against an Indemnitee the Administrative Agent, any Issuing Bank, the Swingline Lender or any Joint Bookrunner in its capacity or in fulfilling its role as an administrative agent or arranger or such). This Section 9.03(b) shall not apply with respect to Taxes other than any similar role under this Agreement)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any sub-agent thereof), such Issuing Bank or such Related Party in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at such time. (d) No Loan Party nor any Indemnitee nor any Agent Party shall asserthave any liability for any punitive, and each hereby waives on behalf of itself and each indirect or consequential damages resulting from this Agreement or any other Loan PartyDocument or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date), any claim against including with respect to Section 9.01(c); provided that the foregoing shall not limit the Borrower’s indemnification obligations to the any Indemnitee (ipursuant to Section 9.03(b) in respect of damages incurred or paid by an Indemnitee to a third party. No Indemnitee shall be liable for any direct or actual damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereofits Related Parties. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including due diligence expenses, syndication expenses, electronic distribution expenses, consultant’s fees and expenses, travel expenses (to the extent consistent with the Company’s travel policy guidelines), and the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and the Arrangers (and if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for each group of similarly situated Indemnitees), in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, any Issuing Bank or any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)this Agreement, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The Borrower Company shall indemnify the Arrangers, the Administrative Agent, the Lead Arrangereach Issuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses to which any such Indemnitee may become subject resulting from, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to connection with, (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent the Company or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Company or any Subsidiary of its Subsidiaries (or any of its or their respective equity holders, Affiliates or creditors), and regardless of whether any Indemnitee is a party thereto (collectivelythereto, “Indemnified Liabilities”)and, in each case, the Borrowers shall reimburse the applicable Indemnitee or Indemnitees upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a by final and non-appealable judgmentnonappealable judgment to have resulted from (x) the willful misconduct or gross negligence of such Indemnitee or any Related Person (as defined below) thereof or a material breach of the agreements of such Indemnitee or any Related Person set forth in this Agreement or any other Loan Document or (y) arose out of or in connection with any proceeding a dispute that does not involve an act or omission by Parent the Company or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claims against an Indemnitee in its capacity as the Administrative Agent, a Syndication Agent, a Documentation Agent, an Issuing Bank or in fulfilling its role as an administrative agent or arranger or Arranger). As used herein, “Related Person” of an Indemnitee means (a) any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan PartyControlling Person, any claim against any Indemnitee (i) for any direct Controlled Affiliate or actual damages arising from the use by unintended recipients Subsidiary of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to (b) the extent that such direct respective directors, officers or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct employees of such Indemnitee or any of its Controlling Persons, Controlled Affiliates or Subsidiaries and (iic) on any theory the respective agents and advisors 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 such Indemnitee or any agreement of its Controlling Persons, Controlled Affiliates or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereofSubsidiaries. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Syndication Agent, the Joint Bookrunners, the Amendment No. 3 Joint Bookrunners and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP llp and, to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent Agent, the Issuing Banks and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank, each Lender Lender, the Syndication Agent, the Joint Bookrunners, the Amendment No. 3 Joint Bookrunners and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower, Holdings or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions, the 2014 Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent Holdings, the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower, Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of arise from disputes between or in connection with any proceeding among Indemnitees that does do not involve an act or omission by Parent Holdings, the Borrower or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee Restricted Subsidiary (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Lender or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, such Lender or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Lender or such Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at such time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, the 2014 Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Lender and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and Lender (whether outside counsel or the Lendersallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, but subject to the limitations set forth elsewhere in this Agreement, costs and expenses incurred in connection with: (i) appraisals (but reimbursement shall only be due for appraisals obtained during the occurrence and continuance of an Event of Default hereunder) and insurance reviews; (ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Lender or the internally allocated fees for each Person employed by the Lender with respect to each field examination; (iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the reasonable discretion of the Lender; (iv) taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Lender’s Liens; (v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such counsel shall Loan Party fails to pay or take; and (vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. All of the foregoing costs and expenses may be limited charged to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) the Borrower as may reasonably be deemed necessary by the Administrative Agent Revolving Loans or to another deposit account, all as described in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partySection 2.17(c). (b) The Borrower shall indemnify the Administrative AgentLender, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable related expenses, including the fees, charges and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful wilful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)Indemnitee. (c) No The relationship between any Loan Party on the one hand and the Lender on the other hand shall be solely that of debtor and creditor. The Lender (i) shall not have any fiduciary responsibilities to any Loan Party or (ii) does not undertake any responsibility to any Loan Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than promptly within thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, any Issuing Bank or any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel shall be limited (in addition to any special counsel and up to one lead counsel and such local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (exclusive a) unless, (w) in the written opinion of any outside counsel reasonably necessary special counsel) as may reasonably be deemed necessary by satisfactory to the Borrower and the Administrative Agent in each relevant jurisdiction andAgent, in representation of all such indemnified persons would be inappropriate due to the case existence of an actual or reasonably perceived potential conflict of interest; (x) the Administrative Agent, one any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel per affected partyat the Borrower’s expense. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the reasonable fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result result, of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release Hazard Substances on any property of Hazardous Materials on, at, to or from any Mortgaged Property the Borrower or any other property currently or formerly owned or operated by Parent of its Subsidiaries or any Subsidiary, or any other Environmental Liability related Action relating in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent (A) that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (iiy) result from a claim brought by the Borrower or any Subsidiary against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (B) any settlement with respect to such losses, claims, damages, liabilities or related expenses is entered into by such Indemnitee without Borrower’s written consent (such consent not to be unreasonably withheld or delayed). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such; and provided further that any such payment by any Lender shall not affect the Borrower’s obligations pursuant to paragraph (a) or (b) of this Section. (d) To the extent permitted by applicable law, the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Lenders and their respective Affiliates (Affiliates, including, without duplication)limitation, including the reasonable fees, charges and documented fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one primary firm of counsel for the Administrative Agent, and one primary firm of counsel for the Lenders (exclusive of any taken as a whole) (and if reasonably necessary special counsel(as determined by the Administrative Agent or the Lenders, as applicable) and, a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the case of an Administrative Agent and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lenders (taken as a whole) (plus additional counsel desirable due to actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, interest among such parties) in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the this Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including including, without limitation, the fees, charges reasonable and documented fees and disbursements of one primary firm of counsel for the Administrative Agent, and one primary firm of counsel for the Lenders (taken as a whole) (and if reasonably necessary (as determined by the Administrative Agent and or the Lenders, as applicable) a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Administrative Agent and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lenders (taken as a whole) (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties) in connection with the enforcement or protection of any its rights or remedies (A) in connection with the this Agreement or any other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section 9.03, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each Related Party Party, successor, partner, representative or assign of any of the foregoing Persons Administrative Agent (each such Person being called an “Agent Indemnitee”) and each Lender, and each Related Party, successor, partner, representative or assign of any of the Lender (each Person called a “Lender Indemnitee”; together with the Agent Indemnitee, each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees expenses, including the reasonable and expenses documented fees, charges and disbursements of any a primary firm of counsel for any Indemniteethe Agent Indemnitees and a primary firm of counsel for the Lender Indemnitees (and if reasonably necessary (as determined by the Agent Indemnitees or the Lender Indemnitees, as applicable), a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Agent Indemnitees and a single regulatory counsel and a single local counsel in each appropriate jurisdiction for the Lender Indemnitees (plus additional counsel desirable due to actual or reasonably perceived conflict of interest among such parties), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary other Loan Party arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any other Loan Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned owned, leased or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective action, suit, inquiry, claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”and regardless of whether such matter is initiated by a third party or the Borrower or any Affiliate of the Borrower); provided that such indemnity shall not, as to any Indemnitee, be available available, (w) with respect to Taxes and amounts relating thereto (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (x) to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related reasonable and documented out-of-pocket expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (y) if resulting from a material breach by such Indemnitee or one of its controlled Affiliates of its obligations under this Agreement or any other Loan Document (iias determined by a court of competent jurisdiction by final and non-appealable judgment), or (z) if arising from any dispute between and among Indemnitees, to the extent such dispute does not involve an act or omission by the Borrower or its Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any proceeding against the Administrative Agent acting in such capacity. The Borrower will not be required to indemnify any Indemnitee for any amount paid or payable by such Indemnitee in the settlement of any such indemnified losses, claims, damages, liabilities, costs or reasonable and documented expenses which is entered into by such Indemnitee without Borrower’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume. In the case of any proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective, whether or not such proceeding is brought by the Borrower, any of its equityholders or creditors, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto. Without limiting in any way the indemnification obligations of the Borrower pursuant to Section 9.03(b) or of the Lenders pursuant to Section 8.06, to the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any Indemnitee and the Borrower and its Subsidiaries, 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 or therebyhereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. thereof (d) other than, in the case of the Borrower, in respect of any such damages incurred or paid by an Indemnitee to a third party). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section 9.03 shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent (including Time Warner in such capacity) and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, Agent in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or proposed not the transactions contemplated hereby or thereby shall be consummated); provided that Time Warner (in its capacity as Administrative Agent) shall not be reimbursed for out-of-pocket expenses relating to the syndication of the credit facility provided for herein, the preparation, execution, delivery and administration of the Credit Documents or any amendments, modifications or waivers, whether or not effective), waivers of the provisions thereof incurred prior to the date of the consummation of the Separation and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lenderthe Lenders, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and or the Lenders, Lenders in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Credit Document, including its rights under this Section Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans; provided thereof, it being understood, in each case, that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction andand the Lenders shall use, in and the case Borrower shall only be required to pay such fees, charges and disbursements of, a single counsel, unless (and to the extent) conflicts of an actual or reasonably perceived conflict interests require the use of interest, more than one additional counsel per affected partycounsel. (b) The Borrower shall indemnify the Administrative AgentAgent and each Lender, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the reasonable fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document Credit Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or the use of of, or the proposed use of, the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any SubsidiaryCompany, or any other Environmental Liability related in any way to Parent or any SubsidiaryCompany, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by or a court Related Party of competent jurisdiction in such Indemnitee); provided further that Time Warner and each Related Party of Time Warner (each such Person being called a final and non-appealable judgment“TW Indemnified Party”) will not be entitled to indemnification hereunder (x) with respect to any such loss, claim, damage, liability or related expense incurred prior to the date of the Separation or to the extent directly relating to or arising out of the Separation, whether incurred prior to or after the date hereof or (y) arose out with respect to any such loss, claim, damage, liability or related expense which is of or a type that an unaffiliated lender engaged in connection with the business of making loans would not customarily be indemnified for, it being understood that the foregoing proviso shall not limit any proceeding that does not involve an act or omission by Parent rights of the TW Indemnified Parties pursuant to the Separation Agreement or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity contract or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)agreement. (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not assert, and each the Borrower hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and the Arrangers, limited, in the Lead Arranger and their respective Affiliates (without duplication)case of legal fees, including to the reasonable and documented fees, charges and disbursements disbursement of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP (exclusive of any and one local counsel as reasonably necessary special counsel) and, in any jurisdiction relevant to the interests of the Lenders taken as a whole (and in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and (if reasonably necessary) one local counsel in each case for relevant jurisdiction to the Administrative Agentaffected Indemnitees similarly situated), including the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the syndication of the credit facilities provided for herein, and the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by any Agent in connection with any filing, registration, recording or invoiced perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, all reasonable and documented out-of-pocket expenses incurred by the Administrative Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, all reasonable and documented out-of-pocket expenses incurred by any Agent or the Issuing Bank or, during the continuance of any Event of Default, by any Lender, including the fees, charges and disbursements of any counsel for any Agent, the Administrative Agent and the LendersIssuing Bank or any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the this Agreement or any other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section 12.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The THE BORROWER SHALL, AND SHALL CAUSE EACH OTHER CREDIT PARTY TO, INDEMNIFY EACH AGENT, THE ARRANGERS, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, THE FAILURE OF ANY CREDIT PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF ANY CREDIT PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, ANY OTHER ASPECT OF THE LOAN DOCUMENTS, THE OPERATIONS OF THE BUSINESS OF THE CREDIT PARTIES AND THEIR RESPECTIVE SUBSIDIARIES BY THE CREDIT PARTIES AND THEIR RESPECTIVE SUBSIDIARIES, ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, ANY LIABILITY ARISING UNDER ENVIRONMENTAL LAW OF THE CREDIT PARTIES, ANY OF THEIR RESPECTIVE SUBSIDIARIES OR RELATING TO ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, THE BREACH OR NON-COMPLIANCE BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW APPLICABLE TO ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, THE PAST OWNERSHIP BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, ANY ENVIRONMENTAL LIABILITY OF OR RELATED TO ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE (I) DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR ITS RELATED PARTIES OR (II) ARISING FROM A DISPUTE OR PROCEEDING SOLELY AMONG INDEMNITEES (OTHER THAN, IN THE CASE OF THIS CLAUSE (II), CLAIMS AGAINST THE ADMINISTRATIVE AGENT IN ITS ROLE AS SUCH). THIS SECTION 12.03(B) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. (c) To the extent that the Borrower shall indemnify the Administrative fails to pay any amount required to be paid by it to any Agent, the Lead ArrangerArrangers or the Issuing Bank under Section 12.03(a) or (b), each Revolving Credit Lender and each Related Party of any severally agrees to pay to such Agent, the Arrangers or the Issuing Bank, as the case may be, such Lender’s Applicable Revolving Credit Percentage (determined as of the foregoing Persons (each time that the applicable unreimbursed expense or indemnity payment is sought) of such Person being called an “Indemnitee”) againstunpaid amount; provided that the unreimbursed expense or indemnified loss, and hold each Indemnitee harmless fromclaim, any and all actionsdamage, suitsliability or related expense, investigationsas the case may be, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, was incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or therebysuch Agent, the performance by the parties to the Loan Documents of their respective obligations thereunder Arrangers or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee Issuing Bank in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereofsuch. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY TO THIS AGREEMENT SHALL ASSERT, AND EACH PARTY HEREBY WAIVES, ANY CLAIM AGAINST ANY OTHER PARTY HERETO, 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 OR THEREBY, THE TRANSACTIONS, ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF, PROVIDED THAT NOTHING HEREIN SHALL LIMIT ANY INDEMNITEE’S INDEMNIFICATION RIGHTS. (e) All amounts due under this Section 12.03 shall be payable not later than thirty ten (3010) days after written demand therefor; providedtherefor attaching the relevant invoices and/or certificate, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to in each case setting forth the extent that there is a final judicial determination that basis for such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Sectiondemand in reasonable detail.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs and the Transactions have been consummated, (i) all reasonable and documented or and invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent, the Joint Lead Arranger Arrangers and their respective Affiliates (without duplication)) (limited, including in the reasonable case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Term Administrative Agent to be necessary, one firm of local counsel in each relevant material jurisdiction (exclusive of any reasonably necessary which may include a single special counselcounsel acting in multiple jurisdictions) and, in the case of an actual or reasonably perceived conflict of interestinterest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel per for the affected partyIndemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case for the Administrative Agentcase, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), and (ii) all reasonable and documented or and invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent Agent, any Joint Lead Arranger or any Lender, including the fees, charges and disbursements of counsel for the Term Administrative Agent, the Joint Lead Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the Lendersaffected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 9.03 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyLoan. (b) The Without duplication of the expense reimbursement obligations pursuant to clause (a) above, the Borrower shall indemnify the Term Administrative Agent, each Lender, the Joint Lead Arranger, each Lender Arrangers and each Related Party (other than Excluded Affiliates to the extent acting in their capacities as such) of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or and invoiced out-of-pocket fees and expenses (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one counsel for all Indemnitees and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any counsel for any Indemniteeother advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary to the extent arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, the syndication of the credit facilities provided for herein, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower or any Subsidiary or their Affiliates and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (xw) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (x) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) arose out of arise from disputes between or among Indemnitees (other than disputes involving claims against the Term Administrative Agent or the Joint Lead Arrangers, in connection with any proceeding each case, in their respective capacities) that does do not involve an act or omission by Parent the Borrower or any of its Affiliates that is brought by an Restricted Subsidiary or (z) any settlement effected without the Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), the Borrower will indemnify and hold harmless each Indemnitee from and against any other and all losses, claims, damages, liabilities and expenses by reason of such settlement in accordance with this paragraph; provided further that (1) the Borrower shall not, without the prior written consent of the applicable Indemnitee (other than which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (a) such settlement includes a full and unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims against that are the subject matter of such claim, litigation, investigation or proceeding and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee and (2) to the extent of any amounts paid to an Indemnitee in respect of this Section 9.03, such Indemnitee, by its capacity or in fulfilling its role as an administrative agent or arranger or acceptance of the benefits hereof, agrees to refund and return any similar role under this Agreementand all amounts paid by the Borrower to it if, pursuant to the operation of any of the foregoing clauses (w) through (z), such Indemnitee was not entitled to receipt of such amount. (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Term Administrative Agent or any Lender under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Term Administrative Agent or such Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Term Administrative Agent or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Term Loans at such time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the extent permitted by applicable law, no party hereto nor any Affiliate of any party hereto, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the foregoing shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any other such Person on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages, but in any event including, without limitation, any loss of profits, business or anticipated savings) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby or referred to herein, the transactions contemplated hereby or thereby, or any act or omission or event occurring in connection therewith and each such Person further agrees not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that the foregoing shall in no event limit the Borrower’s indemnification obligations under clause (b) above. (e) In case any proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Borrower of the commencement of any proceeding; provided, however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnitee hereunder, except to the extent that the Borrower is materially prejudiced by such failure. (if) Notwithstanding anything to the contrary in this Agreement, to the extent permitted by applicable law, no party hereto or an Indemnitee shall assert, and each hereby waives, any claim against any other Person for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available except to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereofits Related Parties. (dg) All amounts due under this Section 9.03 shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Arrangers, each Issuing Bank, the Swingline Lender, the Lenders and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for and any other counsel retained with the Administrative AgentBorrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent Agent, the Issuing Banks and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed). (b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Lender, the Lead ArrangerArrangers, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any IndemniteeIndemnitee (provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Indemnitees in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower, Holdings or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent Holdings, the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower, Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of arise from disputes between or in connection with any proceeding among Indemnitees that does do not involve an act or omission by Parent Holdings, the Borrower or any of its Affiliates Restricted Subsidiary, except that is brought by an Indemnitee against the Administrative Agent and the Lead Arrangers, the Issuing Banks and the Swingline Lender shall be indemnified in their capacities as such with respect to any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role dispute under this Agreementclause (z). (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Lead Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or the Lead Arrangers, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or such Lead Arranger in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, Term Loans and unused Commitments at such time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (ai) The Borrower shall pay or reimburse: (iA) all reasonable fees and reasonable and documented or invoiced out-of-pocket costs expenses of each Agent and expenses incurred by the Administrative Agent, the Joint Lead Arranger Arrangers and their respective Affiliates Bookrunners (without duplication), including the reasonable fees, disbursements and other charges and disbursements of Xxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary XxXxxx LLP, special counselcounsel to the Agents) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection associated with the syndication of the credit facilities provided for herein, and the preparation, execution, execution and delivery and administration of the Loan Documents or and (in the case of the Administrative Agent) any amendments, modifications or waivers supplements of the provisions thereof hereof requested by the Borrower (or proposed amendments, modifications or waivers, whether or not effective)the transactions contemplated hereby or thereby shall be consummated) and the reasonable fees and expenses of any trustee appointed pursuant to Section 8.01(d) in connection with its services under the applicable Aircraft Security Agreement, as separately agreed between the Borrower and such trustee; and (iiB) in connection with any enforcement of the Loan Documents, all reasonable fees and documented or invoiced out-of-pocket expenses incurred by the Administrative of each Agent or and any Lender, trustee appointed pursuant to Section 8.01(d) (including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative Agent Agents and the Lenderssuch trustee and one local counsel for each relevant jurisdiction, and, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceedingeach case, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably if necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one an additional counsel per affected partyin each such applicable jurisdiction) and each Lender (including the reasonable fees, disbursements and other charges of counsel for such Lender) incurred during the continuance of a Default and (C) all reasonable, documented, out-of-pocket costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent) incurred by the Collateral Agent or any trustee appointed pursuant to Section 8.01(d) in connection with any filing, registration, recording or perfection of any security interest as required by the applicable Collateral Document or incurred in connection with any release or addition of Collateral after the Closing Date; provided, however, that, so long as no Event of Default shall have occurred and be continuing, the Borrower shall not, in connection with this Section 10.04(a), be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel. (ii) All payments or reimbursements pursuant to the foregoing clause (a)(i) shall be paid within thirty (30) days of written demand together with back-up documentation supporting such reimbursement request. (b) The Borrower shall indemnify the Administrative each Agent, any trustee appointed pursuant to Section 8.01(d), the Lead ArrangerIssuing Lenders and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses including the reasonable fees, charges and disbursements of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any one firm counsel for any Indemniteeall Indemnitees and, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary if necessary, one firm of local counsel in each appropriate jurisdiction, arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding (including any investigating, preparing for or defending any such claims, actions, suits, investigations or proceedings, whether or not in connection with pending or threatened litigation in which such Indemnitee is a party), whether based on contract, tort or any way related other theory and regardless of whether any Indemnitee is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower, its equity holders, its Affiliates, its creditors or any other person, relating to (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to to, or asserted against, Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)its Subsidiaries; provided that such the foregoing indemnity shall will not, as to any IndemniteeIndemnitee (or any of its Related Parties), be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a by final and non-appealable judgmentnonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or material breach of any Loan Document by, such Indemnitee (or of any of its Related Parties), and in such case such Indemnitee (and its Related Parties) shall repay the Borrower the amount of any expenses previously reimbursed by the Borrower in connection with any such loss, claims, damages, expenses or liability to such Indemnitee and, to the extent not repaid by any of them, such Indemnitee’s Related Parties not a party to this Agreement or (y) arose out of or in connection with result from any proceeding between or among Indemnitees that does not involve an act action or omission by Parent the Borrower or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an any Indemnitee in its capacity or in fulfilling its role as an administrative agent Agent, trustee or arranger Joint Lead Arranger and Bookrunner or any other similar role under the Facilities (excluding its role as a Lender)). This Section 10.04(b) shall not apply with respect to Taxes other than Taxes that represent losses or damages arising from any non-Tax claim. Neither the Borrower nor any Indemnitee shall be liable for any indirect, special, punitive or consequential damages hereunder; provided that nothing contained in this Agreement)sentence shall limit the Borrower’s indemnity or reimbursement obligations under this Section 10.04 to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder. (c) No In case any action or proceeding shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against the Borrower under the provisions of any Loan Party Document, such Indemnitee shall promptly notify the Borrower in writing and the Borrower shall, if the Borrower desires to do so, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnitee but only if (i) no Event of Default shall have occurred and be continuing and (ii) such action or proceeding does not involve any risk of criminal liability or material risk of material civil money penalties being imposed on such Indemnitee. The Borrower shall not enter into any settlement of any such action or proceeding unless such settlement (x) includes an unconditional release of such Indemnitees from all liability or claims that are the subject matter of such action or proceeding and (y) does not include any statement as to fault or culpability. The failure to so notify the Borrower shall not affect any obligations the Borrower may have to such Indemnitee under the Loan Documents or otherwise other than to the extent that the Borrower is materially adversely affected by such failure. The Indemnitees shall have the right to employ separate counsel in such action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitees unless: (i) the Borrower has agreed to pay such fees and expenses or (ii) the Indemnitees shall have been advised in writing by counsel that under prevailing ethical standards there may be a conflict between the positions of the Borrower and the Indemnitees in conducting the defense of such action or proceeding or that there may be legal defenses available to the Indemnitees different from or in addition to those available to the Borrower, in which case, if the Indemnitees notify the Borrower in writing that they elect to employ separate counsel at the expense of the Borrower, the Borrower shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitees; provided, however, that the Borrower shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any regulatory counsel and any local counsel. The Borrower shall not be liable for any settlement of any such action or proceeding effected without the written consent of the Borrower (which shall not be unreasonably withheld or delayed). (d) To the extent that the Borrower fails to pay any amount required to be paid to an Issuing Lender under paragraph (a) or (b) of this Section 10.04, each Lender severally agrees to pay to the applicable Issuing Lender, as the case may be, such portion of the unpaid amount equal to such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Issuing Lender in its capacity as such. (e) To the extent permitted by applicable law, each party hereto shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunicationsparty hereto, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Arrangers, the Documentation Agents, the Syndication Agent and their respective Affiliates (without duplication)Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and Lead Arrangers (exclusive of any reasonably necessary special counsel) and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party(and, if reasonably necessary, one firm of local counsel in each case for relevant jurisdiction) and any other counsel retained with the Administrative AgentBorrower’s consent), in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for all of the Administrative Agent and foregoing (and, solely in the Lenderscase of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction)), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section 9.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the foregoing, costs and expenses incurred in connection with: (i) Taxes, fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (ii) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such counsel shall Loan Party fails to pay or take; and (iii) forwarding loan proceeds, collecting checks and other items of payment, and costs and expenses of preserving and protecting the Collateral. All of the foregoing costs and expenses may be limited charged to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) the Borrower as may reasonably be deemed necessary by the Administrative Agent Loans or to another deposit account, all as described in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partySection 2.18(c). (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or liabilities and related expenses of any kind or nature whatsoever and (except for Taxes, which shall be covered by Section 2.17), including the reasonable and documented or invoiced out-of-pocket fees fees, charges and expenses disbursements of any one counsel for all Indemnitees (and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) to each group of affected Indemnitees similarly situated taken as a whole and any Indemniteeother counsel retained with the Borrower’s consent), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, (iv) the failure of the Borrower to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrower for Indemnified Taxes or Other Taxes pursuant to Section 2.17, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee or the Borrower or an Affiliate thereof is a party thereto (collectivelythereto; provided, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings, costs liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee Party of such Indemnitee, (y) result from a claim brought by the Borrower or any of its Subsidiaries against such Indemnitee or any Related Indemnitee Party of such Indemnitee for material breach of such Indemnitee’s express obligations hereunder or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and non-appealable judgment by a court of competent jurisdiction in its favor on such claim as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of or in connection with result from any proceeding that dispute solely among Indemnitees and does not involve an any act or omission by Parent any Loan Party or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee their Subsidiaries (other than claims against an Indemnitee the Administrative Agent and Issuing Banks in its capacity or in fulfilling its role their respective capacities as an administrative agent or arranger or any similar role under this Agreementsuch). (c) No To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under clause (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. (d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not), except as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any Related Indemnitee Party of such Indemnitee. (iie) No Indemnitee nor any Loan Party shall be liable 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing in this clause (e) shall relieve any Loan Party of any obligation it may have pursuant to the terms of this Agreement to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (df) All amounts due under this Section 9.03 shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for (limited to one counsel to the Administrative Agent Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The Borrower shall indemnify the Administrative AgentAgent (and any subagent thereof), the Lead each Arranger, each Lender and each Issuing Bank, their successors and assigns and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or expenses of any kind or nature whatsoever liabilities and related expenses, including the reasonable and documented or invoiced out-of-pocket fees fees, charges and expenses disbursements of any counsel for any IndemniteeIndemnitee (limited to one counsel to the Indemnitees, taken as a whole, and, if reasonably necessary, one additional counsel in each material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the each group of similarly situated Indemnitees, taken as a whole), incurred by or asserted or awarded against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with or as a result of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in any way related to connection therewith) (i) the execution or structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory and whether initiated against or by any party to this Agreement or any other Loan Document, regardless any Affiliate of whether brought by a any of the foregoing or any third party or by Parent or any Subsidiary (and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”thereto); provided that such the foregoing indemnity shall not, as to any Indemnitee, be available apply to the extent that such actions, suits, investigations, inquiries, any losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses to the extent they (xA) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of an Indemnitee, (B) result from a claim brought by the Borrower or willful misconduct any Subsidiary against an Indemnitee for material breach in bad faith of such Indemnitee (Indemnitee’s obligations under this Agreement or any other Loan Document if the Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction in jurisdiction, (C) result from a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims a proceeding that is brought against an Indemnitee the Administrative Agent or any Arranger in its capacity or in fulfilling its role roles as an administrative agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder) or (D) result from settlements effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) but if settled with the Borrower’s written consent, or if there is a final judgment against an Indemnitee in any such proceeding, the Borrower shall indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above; provided that neither the Borrower nor its Subsidiaries shall, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (w) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such settlement, (x) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee, (y) does not obligate such Indemnitee to make any payment that is not paid by the Borrower or its Subsidiaries or Affiliates and (z) does not require any specific performance obligation on the part of such Indemnitee that is not performed by the Borrower or its Subsidiaries or Affiliates. Notwithstanding the foregoing, (x) neither the Borrower nor its Subsidiaries shall be liable to pay any settlement effected without the Borrower or such Subsidiary’s written consent (which shall not be unreasonably withheld, conditioned or delayed) and (b) each Indemnitee shall be obligated to refund and return any and all amounts paid by the Borrower under this Agreement)paragraph to such Indemnitee for any such fees, expenses or damages to the extent it is determined within six months of payment that such Indemnitee is not entitled to payment of such amount in accordance with the terms hereof. This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) No Loan To the extent that the Borrower fails to pay any amount required to be paid by it under paragraph (a) or (b) of this Section to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent (or such subagent), such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients others of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; ), provided that such the foregoing waiver shall not, as not apply to any Indemniteelosses, be available claims, damages, liabilities or related expenses to the extent that such direct or actual damages they are determined by found in a final and non-appealable judgment of a court of competent jurisdiction by final, non-appealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee Indemnitee. (e) To the fullest extent permitted by applicable law, none of the parties hereto (nor any Indemnities) shall assert, or (ii) on permit any theory of liabilityits Affiliates or Related Parties to assert, and each such party hereby waives, any claim against each other party for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (e) shall relieve the Borrower or any Restricted Subsidiary of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (df) All Unless otherwise specified, all amounts due under this Section shall be payable not later than thirty (30) 30 days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agents and their respective Affiliates (without duplication)Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative AgentAgents, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of one counsel for the Administrative Agent and its Affiliates and one counsel for the Foreign Trade Facility Agent and its Affiliates and, to the extent reasonably necessary, special and one local counsel in each jurisdiction for the Agents and their Affiliates (and in the event of any actual or potential conflict of interest, one additional counsel for each Agent or its Affiliate subject to such conflict), with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Funding Date (in the case of amounts to be paid on the Funding Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by any Issuing Lender or FCI Issuing Lender in connection with the Administrative issuance, amendment, renewal or extension of any Letter of Credit or FCI or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any Agent or any Lender, including the fees, charges and disbursements of one counsel for the Administrative Agent Agents and their respective Affiliates and the Lenders, (and, to the extent reasonably necessary, special and one local counsel in each jurisdiction to the Agents and the Lenders (and in the event of any actual or potential conflict of interest, one additional counsel for each Agent or Lender subject to such conflict)) in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit or FCIs issued hereunder, including all such reasonable out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive , Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual Credit or reasonably perceived conflict of interest, one additional counsel per affected partyFCIs. (b) The Parent Borrower shall indemnify the Administrative Agenteach Agent and each Lender, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, investigationscosts, inquiries, losses, claims, damages, liabilities, proceedings expenses or expenses disbursements of any kind or nature whatsoever (“Losses”), including but limited to the fees, charges and reasonable disbursements of one counsel to the Indemnitees and, to the extent reasonably necessary, special and documented or invoiced out-of-pocket fees one local counsel in each jurisdiction to the Indemnitees (and expenses in the event of any actual or potential conflict of interest, one additional counsel for any Indemniteeeach Indemnitee subject to such conflict), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery execution, delivery, enforcement, performance and administration of this Agreement, any Loan Document or any other agreement agreement, letter or instrument delivered in connection with the transactions contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan Loan, Letter of Credit or FCI or the use of the proceeds therefromtherefrom (including any refusal by an Issuing Lender or FCI Issuing Lender to honor a demand for payment under a Letter of Credit or FCI if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or FCI, as applicable), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Parent Borrower or any Subsidiaryof its Restricted Subsidiaries, or any other Environmental Liability related in any way to the Parent Borrower or any Subsidiaryof its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages Losses are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnitee. Notwithstanding the foregoing, this Section 9.3(b) shall not apply to Taxes other than Indemnified Taxes imposed on amounts payable under this Section 9.3(b). (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Lender, any Participation FCI Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Agent, such Issuing Lender, Participation FCI Issuing Lender or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Lender, such Participation FCI Issuing Lender or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, the outstanding amount of its portion of the Term Loan A, any outstanding Incremental Term Loans and unused Commitments at the time; provided that (i) in the case of amounts owing to any Issuing Lender or the Swingline Lender, in each case in its capacity as such, a Lender’s “pro rata share” shall be determined based solely upon its share of the sum of Domestic Revolving Exposures, unused Domestic Revolving Commitments, Global Revolving Exposures and unused Global Revolving Commitments at the time and (ii) in the case of amounts owing to any Participation FCI Issuing Lender, in its capacity as such, a Lender’s “pro rata share” shall be determined based solely upon its share of the sum of the unused Participation FCI Commitments at the time. (d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan Loan, Letter of Credit or FCI or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty (30) 15 days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to . Statements payable by the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment Parent Borrower pursuant to this SectionSection shall be sent to Attention of Treasurer and Chief Financial Officer (Telephone No. 000-000-0000) (Telecopy No. 704-752-7487), at the address of the Parent Borrower set forth in Section 9.1, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Borrowers shall, jointly and severally, pay within 30 days after receipt of a reasonably detailed, written invoice therefor, together with documentation supporting such reimbursement requests, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Arrangers and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) andbut limited, in the case of an actual or legal fees and expenses, to the reasonable fees, disbursements and other charges of a single counsel selected by the Administrative Agent for all such Persons, taken as a whole (and, if reasonably perceived conflict of interestnecessary, one additional local counsel per affected partyfor each relevant jurisdiction for all such Persons, in each case for taken as a whole, as the Administrative AgentAgent may deem appropriate in its good faith judgment)), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses (but not legal fees and expenses) reasonably incurred by any Issuing Lender in connection with the issuance, amendment, renewal or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Lender or any LenderLender (but limited, including in the case of legal fees and expenses, and without duplication of such legal fees and expenses that are reimbursed pursuant to clause (a)(i) above, to the reasonable fees, disbursements and other charges and disbursements of (A) a single counsel for selected by the Administrative Agent (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment) and (B) solely in the Lenderscase of a potential or actual conflict of interest, one additional counsel to all affected Persons, taken as a whole (and, if reasonably necessary, one additional local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment)), in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The Borrower shall Borrowers shall, jointly and severally, indemnify the Administrative Agent, the Lead ArrangerArrangers, the Issuing Lenders, the Swingline Lenders and each Lender and each their Affiliates and the respective Related Party Parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses (provided, proceedings or expenses that in the case of any kind or nature whatsoever legal fees and expenses, the Borrowers shall only be responsible for the reasonable and documented or invoiced out-of-pocket fees fees, disbursements and expenses other charges of any (i) a single counsel selected by the Administrative Agent for all such Indemnitees, taken as a whole (and, if reasonably necessary, one local counsel for any Indemniteeeach relevant jurisdiction for all such Indemnitees, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment), and (ii) solely in the case of a potential or actual conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole (and, if reasonably necessary, one additional local counsel for each relevant jurisdiction for all such Indemnitees, taken as a whole, as the Administrative Agent may deem appropriate in its good faith judgment)), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (including any refusal by an Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing (a “Proceeding”), whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Company or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectivelythereto; provided, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that (x) such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a by final and non-appealable judgment) nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, such Indemnitee (or such Indemnitee’s Related Parties), (y) arose the Administrative Agent, the Arrangers or the Lenders have been indemnified under another provision of the Loan Documents or (z) such losses, claims, damages, liabilities or related expenses relate to disputes solely among the Indemnitees that are not arising out of or in connection with any proceeding that does not involve an act or omission by Parent any Borrower or any Affiliate of its Affiliates that is brought by an Indemnitee against any other Indemnitee (Borrower, other than claims against an Indemnitee the Administrative Agent, any Arranger, or any other titled Person under this Agreement in its capacity or in fulfilling its role as an administrative agent such. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages liability or arranger or expenses arising from any similar role non-Tax claim. All amounts due under this Agreement)Section 9.03(b) shall be payable by the Borrowers within 30 days (x) after written demand therefor, in the case of any indemnification claim, and (y) after receipt of a reasonable detailed, written invoice therefor, together with documentation supporting such reimbursement requests, in the case of reimbursement of costs and expenses. (c) No Loan To the extent that the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent (or any sub-agent thereof), any Issuing Lender or any Swingline Lender or any Related Party of any of the foregoing under clauses (a) or (b) of this Section and without limiting the Borrowers’ obligation to do so, each Lender severally agrees to pay to the Administrative Agent, such Issuing Lender or such Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any Issuing Lender or any Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this clause (c)). (d) To the fullest extent permitted by applicable law, (i) no party shall assert, and each party hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunicationsparty, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing in this clause (i) shall limit the indemnification obligations of the Borrowers under this Section 9.03 or elsewhere in this Agreement or any other Loan Document to the extent such special, indirect, consequential or punitive damages are included in any claim in connection with which such Indemnitee is entitled to indemnification hereunder, and (ii) no party shall be liable for any damages arising from the use by unintended recipients of information or other materials obtained through electronic, telecommunications or other information transmission systems unless such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, such party. (de) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers shall not be liable for any settlement of any Proceeding effectuated without the Borrowers’ prior written consent (such consent not to be unreasonably withheld or delayed), but, if settled with the Borrowers’ written consent, or if there is a final judgment by a court of competent jurisdiction against an Indemnitee in any such Proceeding for which the Borrowers are required to indemnify such Indemnitee pursuant to this Section 9.03 or elsewhere in this Agreement or any other Loan Document, the Borrowers agree to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses by reason of such settlement or judgment in accordance with this Section 9.03. The Borrowers shall not, without the prior written consent of the affected Indemnitee (which consent shall not be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of such Indemnitee. Notwithstanding the above in this Section 9.03, each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrowers under this Section 9.03 to such Indemnitee for any losses, claims, damages, liabilities or related expenses to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof. (f) All amounts due under this Section 9.03 shall be payable not later than thirty (30) days within 30 Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Sustainability Coordinator and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Sustainability Coordinator and the Lenders, in connection with the negotiation of this Agreement, in each case to the extent required by the Engagement Letter, (ii) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent, the Sustainability Coordinator and the Lenders, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Sustainability Coordinator and the Lenders (which shall be limited to one counsel to the Administrative Agent, the Sustainability Coordinator and the Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole), and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected persons taken as a whole), in connection with the administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated thereby shall be consummated) and (iii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent, the Sustainability Coordinator, any Issuing Bank and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent Agent, the Sustainability Coordinator, the Issuing Banks and the LendersLenders (which shall be limited to one counsel to the Administrative Agent, the Sustainability Coordinator and the Lenders (and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole), and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected persons taken as a whole), in connection with the enforcement or protection of any their rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)this Agreement, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall Parent and the Borrowers agree, jointly and severally, to the fullest extent permitted by law, to indemnify and hold harmless each Arranger Party, the Administrative Agent, the Lead ArrangerSustainability Coordinator, the Swingline Lender, each Issuing Bank and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an the “IndemniteeIndemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all actions, suits, investigations, inquiries, losses, claims, damages, losses, liabilities, proceedings or costs, penalties, fees and expenses (including reasonable fees and disbursements of counsel but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Parties taken as a whole and, if reasonably necessary, one local counsel for all Indemnified Parties taken as a whole in each relevant jurisdiction that is material to the interests of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected Indemnified Parties) of any kind or nature whatsoever and reasonable and documented for which any of them may become liable or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, which may be incurred by or asserted against any of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by one Lender (or involving its successors or assignees) against another Lender (but not, for the avoidance of doubt, against any Indemnitee by any third party or by Parent Arranger Party, the Administrative Agent, the Sustainability Coordinator, the Swingline Lender or any Subsidiary Issuing Bank, in each case, in such capacities)) arising out of, as a result of related to or in connection with or by reason of (including, without limitation, in connection with any way related to investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the execution or delivery of this Agreement, any Loan Document or any other agreement document or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebydelivered in connection herewith, (ii) any violation by any Loan Party or any Subsidiary of any Loan Party of any Environmental Law or any other law, rule, regulation or order, (iii) the actual or proposed use of the proceeds therefrom, (iii) to the extent in of any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any SubsidiaryLoan, or (iv) any actual transaction in which any proceeds of any Loan are applied (EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE HAS BEEN DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE SOLELY RESULTED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 11.04(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. In the case of an investigation, litigation or prospective claimother proceeding to which the indemnity in this Section 11.04(b) applies, litigationsuch indemnity shall be effective whether or not such investigation, investigation litigation or proceeding relating to is brought by any of the foregoingLoan Party, whether based on contractits directors, tort shareholders or creditors, any Indemnified Party or any other theoryPerson, regardless of whether brought by a third party or by Parent or not any Subsidiary and regardless of whether any Indemnitee Indemnified Party is otherwise a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to and whether or not the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that Transaction is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)consummated. (c) No The Parent agrees with each Indemnified Party that it will, as an independent and primary obligation, indemnify that Indemnified Party immediately on demand against any cost, loss or liability it incurs (I) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal where such cost, loss or liability arises as a result of a Loan Party not paying any amount which would, but for such unenforceability, invalidity or illegality have been payable by it under any Loan Document on the date when it would have been due, or (II) if as a result (directly or indirectly) of the introduction of or any change in (or the interpretation, administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into this Agreement (a “Law Change”), there is a change in the currency, the value of the currency or the timing, place or manner in which any obligation guaranteed by the Parent is payable. The amount payable by the Parent under this indemnity (i) in respect of clause (I) above, shall be the amount it would have had to pay under this Agreement if the amount claimed had been recoverable on the basis of a guarantee but for any relevant unenforceability, invalidity or illegality, and (ii) in respect of clause (II) above, shall include (A) the difference between (x) the amount (if any) received by the applicable Indemnified Party from the applicable Loan Party and (y) the amount that the applicable Loan Party was obliged to pay under the original express terms of the Documents in the currency specified in the Loan Documents, disregarding any Law Change (the “Original Currency”), and (B) all further costs, losses and liabilities suffered or incurred by such Indemnified Party as a result of a Law Change. For the purposes of (A)(x), if payment was not received by such Indemnified Party in the Original Currency, the amount received by such Indemnified Party shall be deemed to be that payment’s equivalent in the Original Currency converted, actually or notionally at such Indemnified Party’s discretion, on the day of receipt at the then prevailing spot rate of exchange of such Indemnified Party or if, in such Indemnified Party’s opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment’s equivalent as soon as such Indemnified Party could, in its opinion, reasonably and properly have made a conversion of the Original Currency with the currency of payment. If the Original Currency no longer exists, the Parent shall make such payment in such currency as is, in the reasonable opinion of such Indemnified Party, required, after taking into account any payments by the applicable Loan Party, to place such Indemnified Party in a position reasonably comparable to that it would have been in had the Original Currency continued to exist. (d) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, the Sustainability Coordinator, any Arranger Party, any Issuing Bank or the Swingline Lender or any Related Party of any of the foregoing under paragraph (a) or (b) or (c) of this Section, each Lender severally agrees to pay to such Person such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought and determined without giving effect to the Applicable Percentage of any applicable Defaulting Lender) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against such Person in its respective capacity as such. (e) To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunicationsIndemnified Party, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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, the Transactions, any Loan or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above 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. (df) All amounts due under this Section shall be payable not later than thirty (30) days 3 Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder such demand to be in reasonable detail setting forth the extent that there is a final judicial determination that basis for and method of calculation of such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Sectionamounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Loan Parties shall, jointly and severally, pay promptly following written demand (including documentation supporting such request), (i) all reasonable and documented or invoiced out-of-out of pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable and documented fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP one outside general counsel (exclusive of any reasonably necessary special counsel) andplus, in the case of an actual or reasonably perceived conflict of interestif necessary, one additional local counsel per affected party, in each case any relevant jurisdiction and one counsel with respect any specialized matters) for the Administrative Agent, Agent in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall Table of Contents be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or invoiced extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent Agent, the Issuing Bank or any Lender taken as a whole, and if reasonably necessary, one additional local counsel and one additional specialist counsel in each other jurisdiction, but excluding any allocated costs of in-house counsel (and, in light of actual or perceived conflicts of interest or the Lendersavailability of different claims or defenses, with the Company’s consent (not to be unreasonably withheld or delayed), one additional counsel for each similarly affected group of Lenders (taken as a whole) and, if reasonably necessary, one additional local counsel and one additional specialist counsel in each other jurisdiction, but excluding any allocated costs of in-house counsel), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, the reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with: (i) appraisals (subject to one lead counsel limitation set forth in Section 5.11) and such local counsel insurance reviews; (exclusive ii) subject to the limitation set forth in Section 5.13, field examinations and the preparation of any reasonably necessary special counsel) as may reasonably be deemed necessary Reports based on the fees charged by a third party retained by the Administrative Agent in or the internally allocated fees for each relevant jurisdiction andPerson employed by the Administrative Agent (currently $125 per hour per examiner employed by the Administrative Agent, plus out of pocket expenses) with respect to each field examination; (iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the case sole discretion of an actual the Administrative Agent; (iv) Taxes, fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (v) sums paid or reasonably perceived conflict incurred to take any action required of interestany Loan Party under the Loan Documents that such Loan Party fails to pay or take; and (vi) forwarding loan proceeds, one additional counsel per affected partycollecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. All of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c). (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Lead ArrangerIssuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or expenses incremental taxes, liabilities and related expenses, including the reasonable fees, charges and disbursements of one outside general counsel (plus, if necessary, one local counsel in any kind or nature whatsoever relevant jurisdiction and reasonable and documented or invoiced out-of-pocket fees and expenses of one counsel with respect any counsel specialized matters) for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a Table of Contents result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent a Loan Party or any a Subsidiary, or any other Environmental Liability related in any way to Parent a Loan Party or any a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings, costs liabilities or related expenses (x1) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a by final and non-appealable judgmentnonappealable judgment to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee, or (yB) a claim made by the Borrowers alleging that such losses, claim, damages, penalties, liabilities or expenses arose out from material breach of the Loan Documents by such Indemnitee or in connection with (2) arise from any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee disputes solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or the Administrative Agent, arranger or any similar role under this Agreementthe Loan Documents). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) No To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Loan Parties’ failure to pay any such amount shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lender or the Issuing Bank in its capacity as such. (d) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients others of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.. Table of Contents

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs expenses incurred by the Lender and its Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole) in connection with the preparation, execution, delivery and administration of any Loan Documents and related documentation (but for the avoidance of doubt, only such expenses that are incurred after the Closing Date), including in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated) (provided, that the Borrower’s reimbursement obligation with respect to such fees and expenses incurred by the Administrative Agent, Lender prior to the Lead Arranger Closing Date shall be limited to $200,000) and their respective (ii) all reasonable and documented out-of-pocket expenses incurred by the Lender and each of its Affiliates (without duplication)but limited, including in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive one firm of any reasonably necessary special counsel) outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interestinterest and to the extent notice thereof is provided to the Borrower, one additional counsel per to all affected party, Persons taken as a whole and one additional local counsel in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) relevant jurisdiction to all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of any rights or remedies (Aaffected Persons taken as a whole) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section 8.03, or (B) in connection with the Loans Loan made hereunder. Other than to the extent required to be paid on the Closing Date, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel amounts due under this clause (a) shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary payable by the Administrative Agent in each relevant jurisdiction and, in the case Borrower within 30 days of receipt of an actual or reasonably perceived conflict of interestinvoice relating thereto, one additional counsel per affected partysetting forth such expenses in reasonable detail and together with reasonable backup documentation supporting such reimbursement requests. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each of its Related Party of any of the foregoing Persons Parties, and their respective successors and assigns (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses (but limited, proceedings or expenses in the case of any kind or nature whatsoever legal fees and expenses, to the actual reasonable and documented or invoiced out-of-pocket fees fees, disbursements and expenses other charges of one counsel to all Indemnitees taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional local counsel for any Indemniteeto all affected Indemnitees, taken as a whole), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of any action, claim, litigation, investigation or in proceeding (including any way related inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) relating to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby or thereby (except for any Taxes (which shall be governed by Section 2.14), other than any Taxes that represent losses, claims or damages arising from any non-Tax claim) or (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent any Loan Party or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)Liability; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, final and non-appealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any Affiliate or Related Party of such Indemnitee or (iiy) on a material breach of the obligations of such Indemnitee any theory Affiliate or Related Party under the terms of liability, for special, indirect, consequential this Agreement 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 by such Indemnitee or any agreement of its Affiliates or instrument contemplated hereby Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction. Each Indemnitee shall be obligated to refund or therebyreturn any and all amounts paid by the Borrower pursuant to this Section 8.03(b) to such Indemnitee for any fees, expenses, or damages to the Transactions, any Loan or extent such Indemnitee is not entitled to payment of such amounts in accordance with the use of the proceeds thereof. (d) terms hereof. All amounts due under this Section clause (b) shall be payable not later than thirty by the Borrower within 30 days (30x) days after written demand therefor; providedthereof, howeverin the case of any indemnification obligations and (y) in the case of reimbursement of costs and expenses, that any Indemnitee shall promptly refund after receipt of an indemnification payment received hereunder to the extent that there is a final judicial determination that invoice relating thereto, setting forth such Indemnitee was not entitled to indemnification expenses in reasonable detail and together with respect to reasonable backup documentation supporting such payment pursuant to this Sectionreimbursement requests.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective its Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) andwhich shall be limited, in the case of an actual or legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably perceived conflict be required by the Administrative Agent, and a single firm of interest, one additional local counsel per affected party, in each case applicable jurisdiction, for the Administrative Agent, ) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effective), the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any LenderLender (which shall be limited, including in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and disbursements a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than a single firm of outside counsel, and a single firm of local counsel in each applicable jurisdiction, for all of the other Lenders and, in the event of an actual or reasonably perceived conflict of interest (as reasonably determined by the Administrative Agent or applicable Lender), one additional firm of counsel for the Administrative Agent and the Lenders, each group of similarly affected persons) in connection with the enforcement or protection of any its rights or remedies (A) in connection with the this Agreement and any other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs expenses (subject to the foregoing limitations with respect to legal fees and expenses expenses) incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative AgentAgent and each Lender, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees expenses, including the fees, charges and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to any Contaminant on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability liability arising in connection with any Environmental, Health or Safety Requirements of Law related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries or their respective properties and operations, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yii) arose out any dispute solely among Indemnitees (not arising as a result of or in connection with any proceeding that does not involve an act or omission by Parent the Borrower or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (Subsidiaries or Affiliates) other than claims against an Indemnitee any Credit Party in its capacity as, or in fulfilling its role as an administrative agent or arranger as, the Administrative Agent or any similar role under or in connection with this Agreement). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients others of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided than damages that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the extent permitted by applicable law, no Indemnitee shall assert against any Loan Party or (ii) its Related Parties and no Loan Party shall assert against any Indemnitee, and each Indemnitee and Loan Party hereby waives, any claim 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided, that nothing contained in this sentence shall limit the Borrower’s indemnity obligations to the extent set forth in Section 9.03(b). (de) All amounts due under this Section shall be payable not later than thirty fifteen (3015) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) for the Administrative Agent and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for and any other counsel retained with the Administrative AgentBorrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), successful) (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent Agent, the Issuing Banks and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed). (b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Lender, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any IndemniteeIndemnitee (provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Indemnitees in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected party), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower, Holdings or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent Holdings, the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower, Holdings or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of arise from disputes between or in connection with any proceeding among Indemnitees that does do not involve an act or omission by Parent Holdings, the Borrower or any of its Affiliates Restricted Subsidiary, except that is brought by an Indemnitee against the Administrative Agent and the Lead Arranger shall be indemnified in their capacities as such with respect to any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role dispute under this Agreementclause (z). (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Lead Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or the Lead Arranger, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Lead Arranger in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, Term Loans and unused Commitments at such time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agents and their respective Affiliates (without duplication)including with respect to legal fees, including the reasonable fees, charges and out-of-pocket disbursements of Milbank, Tweed, Xxxxxx Xxxxxx & XxXxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) only and, in with respect to any amendment, modification or waiver, one counsel per jurisdiction and any other counsel to the case of an actual or reasonably perceived conflict extent required by conflicts of interest, one additional counsel per affected party, in each case for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Issuing Banks in connection with the amendment, renewal or extension of any Letter of Credit or any Lenderdemand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any Agent, Issuing Bank or any Lender (including with respect to legal fees of (x) with respect to any Agent, the reasonable fees, charges and out-of-pocket disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP, one counsel for per jurisdiction and any other counsel to the Administrative Agent extent required by conflicts of interest, (y) with respect to any Issuing Bank, the reasonable fees, charges and out-of-pocket disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP, one counsel per jurisdiction and any other counsel to the Lendersextent required by conflicts of interest, and (z) with respect to all of the Lenders combined, the reasonable fees, charges and out-of-pocket disbursements of one counsel per jurisdiction and any other counsel to the extent required by conflicts of interest) in connection with the enforcement or protection of any its rights or remedies (A) in connection with the any Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section Section, or (B) in connection with the Loans made made, Letters of Credit issued or the B/As accepted and purchased, hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The Borrower Company shall indemnify the Administrative each Agent, the Lead ArrangerIssuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, actual out-of-pocket losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the reasonable fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, other than Taxes which, in all cases, are subject to indemnity only pursuant to Section 2.16, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan Loan, B/A or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Company or any Subsidiaryof the Subsidiaries, or any other Environmental Liability related in any way to Parent the Company or any Subsidiaryof the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”and regardless of whether such matter is instituted by a third party or by the Borrower or any Loan Party); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties. (iic) To the extent that the Company fails to pay any amount required to be paid by it to any Agent or Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent or Issuing Bank, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or Issuing Bank in its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the sum of the total Revolving Credit Exposures and unused Commitments at the time (or most recently prior to such time). (d) To the extent permitted by applicable law, the Company, the Agents and the Lenders 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Lender and their respective its Affiliates (without duplicationbut limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole) in connection with the preparation, execution, delivery and administration of any Loan Documents and related documentation (but for the avoidance of doubt, only such expenses that are incurred after the Closing Date), including in connection with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Lender and each of its Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive one firm of any reasonably necessary special counsel) outside counsel to all such Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to such Persons, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interestinterest and to the extent notice thereof is provided to the Borrower, one additional counsel per to all affected party, Persons taken as a whole and one additional local counsel in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) relevant jurisdiction to all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of any rights or remedies (Aaffected Persons taken as a whole) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans Loan made hereunder. Other than to the extent required to be paid on the Closing Date, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel amounts due under this clause (a) shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary payable by the Administrative Agent in each relevant jurisdiction and, in the case Borrower within 30 days of receipt of an actual or reasonably perceived conflict of interestinvoice relating thereto, one additional counsel per affected partysetting forth such expenses in reasonable detail and together with reasonable backup documentation supporting such reimbursement requests. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each of its Related Party of any of the foregoing Persons Parties, and their respective successors and assigns (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses (but limited, proceedings or expenses in the case of any kind or nature whatsoever legal fees and expenses, to the actual reasonable and documented or invoiced out-of-of- pocket fees fees, disbursements and expenses other charges of one counsel to all Indemnitees taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and, solely in the case of an actual or reasonably perceived conflict of interest, one additional local counsel for any Indemniteeto all affected Indemnitees, taken as a whole), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of any action, claim, litigation, investigation or in proceeding (including any way related inquiry or investigation of the foregoing) (any of the foregoing, a “Proceeding”) relating to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby or thereby (except for any Taxes (which shall be governed by Section 2.06), other than any Taxes that represent losses, claims or damages arising from any non-Tax claim) or (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent any Loan Party or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)Liability; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, final and non-appealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any Affiliate or Related Party of such Indemnitee or (iiy) on a material breach of the obligations of such Indemnitee any theory Affiliate or Related Party under the terms of liability, for special, indirect, consequential this Agreement 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 by such Indemnitee or any agreement of its Affiliates or instrument contemplated hereby Related Parties as determined in a final and non-appealable decision of a court of competent jurisdiction. Each Indemnitee shall be obligated to refund or therebyreturn any and all amounts paid by the Borrower pursuant to this Section 8.03(b) to such Indemnitee for any fees, expenses, or damages to the Transactions, any Loan or extent such Indemnitee is not entitled to payment of such amounts in accordance with the use of the proceeds thereof. (d) terms hereof. All amounts due under this Section clause (b) shall be payable not later than thirty by the Borrower within 30 days (30x) days after written demand therefor; providedthereof, howeverin the case of any indemnification obligations and (y) in the case of reimbursement of costs and expenses, that any Indemnitee shall promptly refund after receipt of an indemnification payment received hereunder to the extent that there is a final judicial determination that invoice relating thereto, setting forth such Indemnitee was not entitled to indemnification expenses in reasonable detail and together with respect to reasonable backup documentation supporting such payment pursuant to this Sectionreimbursement requests.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay all (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Lender and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative AgentLender (whether outside counsel or the allocated costs of its internal legal department), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or and any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and Lender (whether outside counsel or the Lendersallocated costs of its internal legal department), in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary Credit. Expenses being reimbursed by the Administrative Agent in each relevant jurisdiction andBorrower under this Section include, in without limiting the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any generality of the foregoing, any actual or alleged presence or Release or threat fees, costs and expenses incurred in connection with: (A) appraisals and insurance reviews; (B) field examinations and the preparation of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether Reports based on contract, tort or any other theory, regardless of whether brought the fees charged by a third party or retained by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement Lender or the other Loan Documents or internally allocated fees for each Person employed by the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification Lender with respect to such payment pursuant each field examination; (C) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Lender; (D) sums paid or incurred to this Section.take any action required of the Borrower under the Loan Documents that the Borrower fails to pay or take; and

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, within 30 days of a written demand therefor (together with reasonable backup documentation supporting such reimbursement request), (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, any Arranger and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent, the Arrangers and their respective Affiliates, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and one specialty counsel acting in multiple jurisdictions), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for (limited to one counsel to the Administrative Agent Agent, the Issuing Banks and the Lenders, taken as a whole, and, if reasonably necessary, one additional counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated Persons), in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The Borrower shall indemnify the Administrative AgentAgent (and any subagent thereof), the Lead each Arranger, each Lender and each Issuing Bank, their successors and assigns and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiespenalties, proceedings or expenses of any kind or nature whatsoever liabilities and related expenses, including the reasonable and documented or invoiced out-of-pocket fees fees, charges and expenses disbursements of any counsel for any IndemniteeIndemnitee (limited to one counsel to the Indemnitees, taken as a whole, and, if reasonably necessary, one additional counsel in each material jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the each group of similarly situated Indemnitees, taken as a whole), incurred by or asserted or awarded against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with or as a result of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in any way related to connection therewith) (i) the execution or structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, any the other Loan Document Documents or any other agreement or instrument contemplated hereby or therebythereby (including any Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, in each case, that such Indemnitee reasonably believes is made by any Responsible Officer), the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theorytheory and whether initiated against or by any party to this Agreement or any other Loan Document, regardless any Affiliate of whether brought by a any of the foregoing or any third party or by Parent or any Subsidiary (and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”thereto); provided that such the foregoing indemnity shall not, as to any Indemnitee, be available apply to the extent that such actions, suits, investigations, inquiries, any losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses to the extent they (xA) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of an Indemnitee, (B) result from a claim brought by the Borrower or willful misconduct any Subsidiary against an Indemnitee for material breach in bad faith of such Indemnitee (Indemnitee’s obligations under this Agreement or any other Loan Document if the Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction in jurisdiction, (C) result from a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims a proceeding that is brought against an Indemnitee the Administrative Agent or any Arranger in its capacity or in fulfilling its role roles as an administrative agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder) or (D) result from settlements effected without the Borrower’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) but if settled with the Borrower’s written consent, or if there is a final judgment against an Indemnitee in any such proceeding, the Borrower shall indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above; provided that neither the Borrower nor its Subsidiaries shall, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement in respect of which indemnity could have been sought hereunder by such Indemnitee unless such settlement (w) includes an unconditional release of such Indemnitee in form and substance reasonably satisfactory to such Indemnitee from all liability on claims that are the subject matter of such settlement, (x) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnitee, (y) does not obligate such Indemnitee to make any payment that is not paid by the Borrower or its Subsidiaries or Affiliates and (z) does not require any specific performance obligation on the part of such Indemnitee that is not performed by the Borrower or its Subsidiaries or Affiliates. Notwithstanding the foregoing, (x) neither the Borrower nor its Subsidiaries shall be liable to pay any settlement effected without the Borrower or such Subsidiary’s written consent (which shall not be unreasonably withheld, conditioned or delayed) and (y) each Indemnitee shall be obligated to refund and return any and all amounts paid by the Borrower under this Agreement)paragraph to such Indemnitee for any such fees, expenses or damages to the extent it is determined within six months of payment that such Indemnitee is not entitled to payment of such amount in accordance with the terms hereof. This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) No Loan To the extent that the Borrower fails to pay any amount required to be paid by it under paragraph (a) or (b) of this Section to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent (or such subagent), such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients others of information or other materials distributed to such unintended recipients by such Indemnitee obtained through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; ), provided that such the foregoing waiver shall not, as not apply to any Indemniteelosses, be available claims, damages, liabilities or related expenses to the extent that such direct or actual damages they are determined by found in a final and non-appealable judgment of a court of competent jurisdiction by final, non-appealable judgment to have resulted from the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee Indemnitee. (e) To the fullest extent permitted by applicable law, none of the parties hereto (nor any Indemnities) shall assert, or (ii) on permit any theory of liabilityits Affiliates or Related Parties to assert, and each such party hereby waives, any claim against each other party for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (e) shall relieve the Borrower or any Restricted Subsidiary of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (df) All Unless otherwise specified, all amounts due under this Section shall be payable not later than thirty (30) 30 days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket out‑of‑pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective its Affiliates (without duplication)) and the Lead Arranger, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any one counsel to the Administrative Agent and the Lead Arranger, and to the extent reasonably deemed necessary special counsel) by the Administrative Agent, one local counsel in each relevant jurisdiction and, in the case of an actual or reasonably perceived any conflict of interestinterest (as reasonably determined by the Administrative Agent or Lead Arranger subject to such conflict), one additional counsel per affected party, in each case for the Administrative Agentrelevant jurisdiction to each group of affected persons similarly situated taken as a whole), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any Agent, the Lead Arranger and each Lender, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent Agent, the Lenders and the Lenders, Lead Arranger in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such reasonable costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. For the avoidance of doubt, this paragraph (a) shall not apply with respect to Indemnified Taxes, Other Taxes or Excluded Taxes, which shall be governed solely by Section 2.13. (b) The Borrower shall indemnify the Administrative Agent, each Lender, the Lead Arranger, each Lender Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings liabilities or expenses of any kind or nature whatsoever penalties and reasonable and documented or invoiced out-of-pocket fees and expenses of any one counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary of its Subsidiaries arising out ofof any claims, actions, suits, inquiries, litigation, investigation or proceeding in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingits Subsidiaries, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower or any Subsidiary of its Subsidiaries and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of a funding or confidentiality requirement hereunder or under the other Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of arise from disputes between or in connection with any proceeding among Indemnitees that does do not involve an act or omission by Parent Borrower or any of its Affiliates Subsidiaries (provided that is brought the Administrative Agent and the Lead Arranger shall be indemnified in their capacities as such notwithstanding this clause (y)). For the avoidance of doubt, this paragraph (b) shall not apply with respect to Indemnified Taxes, Other Taxes or Excluded Taxes, which shall be governed solely by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement)Section 2.13. (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. (d) To the extent permitted by applicable law, the Borrower and the Guarantors shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of a funding or confidentiality requirement hereunder or under the other the Loan Documents by, such Indemnitee or its Related Parties or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof. In addition, no Loan Party shall be liable to an Indemnitee for any indirect, special, consequential or punitive damages except any such damages incurred or paid by an Indemnitee to a third party. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a1) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable reasonable, documented and documented or invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent, the Lead Arranger Arrangers and their respective Affiliates (without duplication)) (limited, including in the reasonable case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx Xxxxxx, Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Term Administrative Agent to be necessary, one firm of local counsel in each relevant jurisdiction (exclusive of any reasonably necessary which may include a single special counselcounsel acting in multiple jurisdictions) and, in the case of an actual or reasonably perceived conflict of interestinterest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel per for the affected partyIndemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), in each case for the Administrative Agentcase, in connection with the syndication of the credit facilities provided for herein, and the preparation, negotiation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective), and (ii) all reasonable reasonable, documented and documented or invoiced out-of-pocket costs and expenses incurred by the Term Administrative Agent Agent, any Arranger or any Lender, including the fees, charges and disbursements of counsel for the Term Administrative Agent, the Arrangers and the Lenders (without duplication) (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of Xxxxxx, Xxxxxx & Xxxxxxx LLP and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the Lendersaffected Indemnitees similarly situated and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed), in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section 9.03 or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyLoan. (b2) The Without duplication of the expense reimbursement obligations pursuant to clause (a) above, the Borrower shall indemnify the Term Administrative Agent, the Lead each Lender, each Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and reasonable, proceedings or expenses of any kind or nature whatsoever documented and reasonable and documented or invoiced out-of-pocket fees and expenses (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one counsel for all Indemnitees and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant jurisdiction and, in the case of an actual conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel for the affected Indemnitees similarly situated and (y) the fees and expenses of any counsel for any Indemniteeother advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary or any of their respective Affiliates to the extent arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, the syndication of the credit facilities provided for herein, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereof. (d) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.or

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay within thirty (30) days after receipt of a reasonably detailed, written invoice therefor, together with documentation supporting such reimbursement requests, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses (including expenses incurred in connection with due diligence) incurred by the Administrative Agent, the Lead Arranger Initial Lender and their its respective Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) andbut limited, in the case of an actual or legal fees and expenses, to the reasonable fees, disbursements and other charges of a single counsel selected by the Initial Lender for all such Persons, taken as a whole (and, if reasonably perceived conflict of interestnecessary, one additional local counsel per affected partyfor each relevant jurisdiction for all such Persons, taken as a whole, as the Initial Lender may deem appropriate in each case for the Administrative Agentits good faith judgment), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (or proposed amendments, modifications or waivers, whether or not effective), the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent or any LenderLender (but limited, including in the case of legal fees and expenses, and without duplication of such legal fees and expenses that are reimbursed pursuant to clause (a)(i) above, to the reasonable fees, disbursements and other charges of (i) a single counsel selected by the Lender for all such Persons, taken as a whole, and disbursements (ii) solely in the case of a potential or actual conflict of interest, one additional counsel to all affected Persons, taken as a whole (and, if reasonably necessary, one local counsel for each relevant jurisdiction for all such Persons, taken as a whole, as the Administrative Agent and the LendersLender may deem appropriate in its good faith judgment)), in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arranger, each Lender and each its Affiliates and the respective Related Party Parties of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses (provided that in the case of any kind or nature whatsoever legal fees and expenses, the Borrower shall only be responsible for the reasonable and documented fees, disbursements and other charges of (i) a single counsel selected by the Lender for all such Indemnitees, taken as a whole, and (ii) solely in the case of a potential or invoiced out-of-pocket fees and expenses actual conflict of any interest, one additional counsel to all affected Indemnitees, taken as a whole (and, if reasonably necessary, one local counsel for any Indemniteeeach relevant jurisdiction for all such Indemnitees, taken as a whole, as the Lender may deem appropriate in its good faith judgment)), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, therefrom or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE (collectivelyany of the foregoing in clauses (i) through (iii), a “Indemnified LiabilitiesProceeding”); , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that (x) such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful wilful misconduct of, or material breach of this Agreement by, such Indemnitee (or such Indemnitee’s Related Parties), (y) the Lender has been indemnified under another provision of the Loan Documents or (iiz) such losses, claims, damages, liabilities or related expenses relate to disputes solely among the Indemnitees that are not arising out of any act or omission by the Borrower or any Affiliate of the Borrower. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. All amounts due under this Section 9.03(b) shall be payable by the Borrower within 30 days (x) after written demand thereof, in the case of any indemnification claim and (y) after receipt of a reasonable detailed, written invoice therefor, together with documentation supporting such reimbursement requests, in the case of reimbursement of costs and expenses. (c) [Reserved]. (d) To the fullest extent permitted by applicable law, (i) no party shall assert, and each party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or the use of the proceeds thereof; provided that nothing in this clause (i) shall limit the indemnification obligations of the Borrower under this Section 9.03 to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder, and (ii) no party shall be liable for any damages arising from the use by unintended recipients of information or other materials obtained through electronic, telecommunications or other information transmission systems unless such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of, or material breach of this Agreement by, such Indemnitee (or such Indemnitee’s Related Parties) or such other party. (de) All amounts due under this Section shall be payable not later than thirty (30) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder Notwithstanding anything to the extent that contrary contained in this Agreement, the Borrower shall not be liable for any settlement of any Proceeding effectuated without the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), but, if settled with the Borrower’s written consent, or if there is a final judicial determination that judgment by a court of competent jurisdiction against an Indemnitee in any such Proceeding for which the Borrower is required to indemnify such Indemnitee was pursuant to this Section 9.03, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses by reason of such settlement or judgment in accordance with this Section 9.03. The Borrower shall not, without the prior written consent of the affected Indemnitee (which consent shall not be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such Proceeding or (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of such Indemnitee. Notwithstanding the above in this Section 9.03, each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower under this Section 9.03 to such Indemnitee for any losses, claims, damages, liabilities or related expenses to the extent such Indemnitee is not entitled to indemnification payment of such amounts in accordance with respect to such payment pursuant to this Sectionthe terms hereof.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective its Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxx XxXxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interestinterest where the party affected by such conflict has notified the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional counsel per affected party, in each case for the Administrative Agent, each Issuing Bank and the Swing Line Lender in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Swing Line Lender in connection with the issuance of any Swing Line Loan or any demand for payment thereunder and (iv) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent the Issuing Banks and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or liabilities and related expenses of any kind or nature whatsoever and (including reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee), incurred by or asserted against or involving any Indemnitee by any third party or by Parent the Borrower or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent the Borrower or any Subsidiary or any of their respective equity holders or creditors or any other Person and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiriesobligations, losses, claims, damages, penalties, demands, actions, judgments, suits, liabilities, proceedingscosts, costs expenses or related expenses disbursements (x) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties (but in the case of advisors or representatives of an Indemnitee, only to the extent such advisor or representative was acting at the direction of such Indemnitee) (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties(but in the case of advisors or representatives of an Indemnitee, only to the extent such advisor or representative was acting at the direction of such Indemnitee) (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (z) arise from disputes between or among Indemnitees that do not involve an act or omission by (1) the Borrower or any Restricted Subsidiary or (2) any of the Administrative Agent and the Lead Arranger in its capacity as such, unless such claims arise from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, (or any sub-agent thereof) or any Related Party thereof, any Lender or any Issuing Bank under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent (or any sub-agent thereof) or such Related Party of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) (or if such indemnity payment is sought after the date on which the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet due) under any Loan Document have been paid in full and all Letters of Credit have expired or have been terminated (without any pending drawing thereon) and all LC Disbursements shall have been reimbursed, the in each case, in accordance with such Lender’s pro rata share immediate prior to the date on which the Term Loans are paid in full) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any sub-agent thereof), such Lender or such Issuing Bank in its capacity as such or against any Related Party of the Administrative Agent (or sub-agent thereof) acting for the Administrative Agent (or any sub-agent thereof) in connection with such capacity). For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at such time (or if such indemnity payment is sought after the date on which the Term (a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the extent permitted by applicable law, the Borrower shall not assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section 9.03 shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03. (f) This Section 9.03 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (g) The agreements in this Section 9.03 shall survive the resignation or removal of the Administrative Agent, the replacement of any Lender, the termination of this Agreement and the repayment, satisfaction or discharge of the Secured Obligations.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and documented or invoiced (iii) all out-of-pocket expenses incurred by the Administrative Agent Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the LendersAgent, any Issuing Bank or any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Documents, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel shall be limited (in addition to any special counsel and up to one lead counsel and such local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (exclusive a) unless, (w) in the written opinion of any outside counsel reasonably necessary special counsel) as may reasonably be deemed necessary by satisfactory to the Borrower and the Administrative Agent in each relevant jurisdiction andAgent, in representation of all such indemnified persons would be inappropriate due to the case existence of an actual or reasonably perceived potential conflict of interest; (x) the Administrative Agent, one any such Issuing Bank or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified persons; (y) the Administrative Agent, any such Issuing Bank or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified persons; or (z) the Borrower shall authorize in writing the Administrative Agent, any such Issuing Bank or any such Lender to employ separate counsel per affected partyat the Borrower’s expense. (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank and each Lender, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the reasonable fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result result, of or in any way related to (i) the execution or delivery of this Agreement, any the Loan Document Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release Hazard Substances on any property of Hazardous Materials on, at, to or from any Mortgaged Property the Borrower or any other property currently or formerly owned or operated by Parent of its Subsidiaries or any Subsidiary, or any other Environmental Liability related Action relating in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent (A) that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (iiy) result from a claim brought by the Borrower or any Subsidiary against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Loan Document, if the Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) arise out of or are in connection with any claim not involving an act or omission of the Borrower or its Affiliates and result from a claim brought by any Indemnitee against any other Indemnitee (other than against any Arranger or the Administrative Agent in their respective capacities as such), or (B) any settlement with respect to such losses, claims, damages, liabilities or related expenses is entered into by such Indemnitee without Borrower’s written consent (such consent not to be unreasonably withheld or delayed). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such; and provided further that any such payment by any Lender shall not affect the Borrower’s obligations pursuant to paragraph (a) or (b) of this Section. (d) To the extent permitted by applicable law, the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (de) All amounts due under this Section shall be payable not later than thirty (30) days promptly after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Joint Bookrunners and their respective Affiliates (without duplication)Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP and to the extent reasonably determined by the Administrative Agent to be necessary and approved by the prior written consent of the Borrower, such approval not to be unreasonably withheld, one local counsel in each applicable jurisdiction (exclusive of in addition to any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)thereof, (ii) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent and the LendersAgent, in connection with the enforcement or protection of any rights or remedies remedies, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction for the Administrative Agent, the Issuing Banks and the Lenders (and, in the case of an actual or reasonably perceived conflict of interestinterest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of one additional lead counsel per and such local counsel (in addition to any reasonably necessary special counsel) as may reasonably be deemed necessary by such affected party in each relevant jurisdiction for such affected party). (b) The Borrower shall indemnify the Administrative Agent, the Lead Arrangereach Issuing Bank, each Lender Lender, each Joint Bookrunner, the Syndication Agent, the Documentation Agent, each Co-Manager and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses of any one firm of counsel for all Indemnitees, taken as a whole, selected by the Administrative Agent (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing (including the reasonable fees) has retained its own counsel, of another firm of counsel for such affected Indemnitee), and to the extent required, one firm or local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out ofof any claim, actions, suits, inquiries, litigation, investigation or proceeding in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Financing Transactions or any other transactions contemplated thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or presence, Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or Property, any other property currently or formerly owned owned, leased or operated by Parent the Borrower or any Subsidiary, or any other location, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing; in each case, whether based on contract, tort or any other theory, and regardless of whether such matter is brought by a third party or by Parent the Borrower or any Subsidiary or any of their respective Affiliates and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as are determined by a court of competent jurisdiction in a final and non-appealable judgmentjudgment to have resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties, (y) arose out a material breach of an obligation under the Loan Documents by such Indemnitee or in connection with any of its Related Parties or (z) any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission by Parent of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than claims any claim, action, suit, inquiry, litigation, investigation or proceeding against an Indemnitee the Administrative Agent, any Issuing Bank, any Joint Bookrunner, the Syndication Agent, the Documentation Agent or any Co-Manager in its capacity or in fulfilling its role as an administrative agent or arranger or such). This Section 9.03(b) shall not apply with respect to Taxes other than any similar role under this Agreement)Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any sub-agent thereof), such Issuing Bank or such Related Party in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at such time. (d) No Loan Party nor any Indemnitee nor any Agent Party shall asserthave any liability for any punitive, and each hereby waives on behalf of itself and each indirect or consequential damages resulting from this Agreement or any other Loan PartyDocument or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date), any claim against including with respect to Section 9.01(c); provided that the foregoing shall not limit the Borrower’s indemnification obligations to any Indemnitee (ipursuant to Section 9.03(b) in respect of damages incurred or paid by an Indemnitee to a third party. No Indemnitee shall be liable for any direct or actual damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereofits Related Parties. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-out of pocket costs and expenses incurred by the Administrative Agent, the Joint Lead Arranger Arrangers listed on the cover page hereof and their respective Affiliates (without duplication)Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, in each case for the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinherein (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the preparationreasonable fees, executioncharges and disbursements of one primary counsel for the Administrative Agent, delivery in connection with the preparation and administration of the Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and documented or invoiced (iv) all out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and Agent, the LendersIssuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of any its rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)this Agreement, including its rights under this Section Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided that such counsel the Borrower shall not be liable for the reasonable fees and expenses of more than one separate law firm (which shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary selected by the Administrative Agent and reasonably acceptable to the Required Lenders) at any one time for the Administrative Agent and the Lenders as a whole (and, if necessary, one firm of local and regulatory counsel in each relevant appropriate jurisdiction andand regulatory field, as applicable, at any one time for the Administrative Agent and the Lenders as a whole); provided, further, that in the case of an actual or reasonably perceived a conflict of interestinterest where the Lenders affected by such conflict inform the Borrower of such conflict, one the Borrower shall also be responsible for the reasonable fees and expenses of such additional counsel per affected party(which shall be reasonably acceptable to each such Lender and shall include, if necessary, local and regulatory counsel in each appropriate jurisdiction and regulatory field) as is necessary to eliminate such conflict. (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank, the Joint Lead ArrangerArrangers, the Sustainability Structuring Agent and each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilitiesliabilities and related expenses, proceedings or expenses of any kind or nature whatsoever including the fees, charges and reasonable and documented or invoiced out-of-pocket fees and expenses disbursements of any counsel for any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Parent the Borrower or any Subsidiaryof its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower, its Affiliates, its creditors or any other third Person and whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary theory and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs liabilities or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (iiy) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a) or (b) of this Section 9.03 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), and agrees to indemnify and hold each Agent-Related Person harmless from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. To the extent permitted by applicable law, the Borrower and any Loan Party shall not assert, and the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Joint Lead Arranger, any Syndication Agent, any Documentation Agent any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person, a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet, any Approved Electronic Platform and any Approved Borrower Portal), except to the extent such damages are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Lender-Related Person. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay, if the Closing Date occurs, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Lead Arranger Agents and their respective Affiliates (without duplication), including the reasonable fees, charges charges, and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP (x) Xxxx Xxxxxxxx LLP, counsel to the Agents, and (y) to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any reasonably necessary special counsel) and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per for all such affected partyparties taken as a whole, in each case for the Administrative AgentAgents, in connection with the syndication of the credit facilities provided for herein, and the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications modifications, or waivers of the provisions thereof (or proposed amendments, modifications or waivers, whether or not effective)thereof, (ii) [reserved] and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent Agents or any Lender, including the fees, charges and disbursements of counsel for the Administrative Agent Agents and the Lenders, in connection with the enforcement or protection of any rights or remedies (A) in connection with the Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section or (B) in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring restructuring, or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent Agents in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per for all such affected partyparties taken as a whole. (b) The Borrower shall indemnify the Administrative Agent, the Lead ArrangerAgents, each Lender Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings or and related expenses of any kind or nature whatsoever and (including reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee), incurred by or asserted against or involving any Indemnitee by any third party or by Parent Holdings, the Borrower or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement, the Commitment Letter, any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefromLoan, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent Holdings, the Borrower, or any Subsidiary, or any other Environmental Liability related in any way to Parent Holdings, the Borrower, or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation investigation, or proceeding relating to any of the foregoing, whether based on contract, tort tort, or any other theory, regardless of whether brought by a third party or by Parent Holdings, the Borrower, or any Subsidiary or any of their respective equity holders or creditors or any other Person and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”)thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedingscosts, costs or related expenses (x) resulted from the gross negligence negligence, bad faith, or willful misconduct of such Indemnitee or its Related Parties (but in the case of advisors or representatives of an Indemnitee, only to the extent such advisor or representative was acting at the direction of such Indemnitee) (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee or its Related Parties (but in the case of advisors or representatives of an Indemnitee, only to the extent such advisor or representative was acting at the direction of such Indemnitee) (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (yz) arose out of arise from disputes between or in connection with any proceeding among Indemnitees that does do not involve an act or omission by Parent (1) Holdings, the Borrower, or any Restricted Subsidiary or (2) any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee the Agents, in its capacity as such. Borrower shall not, without prior written consent of each Indemnitee affected thereby, settle any threatened or in fulfilling pending claim or action that would give rise to the right of any Indemnitee to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnitee (y) does not include any statement as to or an admission of fault, culpability, or failure to act by or on behalf of such Indemnitee, and (z) requires no action on the part of the Indemnitee other than its role as an administrative agent or arranger or any similar role under this Agreement)consent. (c) No Loan Party To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Term Loans and unused Commitments at such time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives on behalf of itself and each other Loan Partywaives, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic electronic, or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver indemnity shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence negligence, bad faith, or willful misconduct of, or a material breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) on any theory of liability, for special, indirect, consequential 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 or thereby, the Transactions, or any Loan or Loan; provided that, notwithstanding the use foregoing, nothing in the preceding sentence shall limit the indemnification obligations of the proceeds thereofBorrower under Section 9.03(b) with respect to special, indirect, consequential, or punitive damages arising in a third party claim against an Indemnitee. (de) All amounts due under this Section shall be payable not later than thirty ten (3010) days Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this SectionSection 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative AgentAgent and the Arrangers, limited, in the Lead Arranger and their respective Affiliates (without duplication)case of legal fees, including to the reasonable and documented fees, charges and disbursements disbursement of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP (exclusive of any and one local counsel as reasonably necessary special counsel) and, in any jurisdiction relevant to the interests of the Lenders taken as a whole (and in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected party, and (if reasonably necessary) one local counsel in each case for relevant jurisdiction to the Administrative Agentaffected Indemnitees similarly situated), including the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the syndication of the credit facilities provided for herein, and the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effectivethe transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs, expenses, Taxes, assessments and other charges incurred by any Agent in connection with any filing, registration, recording or invoiced perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, all reasonable and documented out-of-pocket expenses incurred by the Administrative Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, all reasonable and documented out-of-pocket expenses incurred by any Agent or the Issuing Bank or, during the continuance of any Event of Default, by any Lender, including the fees, charges and disbursements of any counsel for any Agent, the Administrative Agent and the LendersIssuing Bank or any Lender, in connection with the enforcement or protection of any its rights or remedies (A) in connection with the this Agreement or any other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws)Document, including its rights under this Section 12.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that such counsel shall be limited to one lead counsel and such local counsel (exclusive Loans or Letters of any reasonably necessary special counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel per affected partyCredit. (b) The THE BORROWER SHALL, AND SHALL CAUSE EACH OTHER CREDIT PARTY TO, INDEMNIFY EACH AGENT, THE ARRANGERS, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, THE FAILURE OF ANY CREDIT PARTY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF ANY CREDIT PARTY SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, ANY OTHER ASPECT OF THE LOAN DOCUMENTS, THE OPERATIONS OF THE BUSINESS OF THE CREDIT PARTIES AND THEIR RESPECTIVE SUBSIDIARIES BY THE CREDIT PARTIES AND THEIR RESPECTIVE SUBSIDIARIES, ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, ANY LIABILITY ARISING UNDER ENVIRONMENTAL LAW OF THE CREDIT PARTIES, ANY OF THEIR RESPECTIVE SUBSIDIARIES OR RELATING TO ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, THE BREACH OR NON-COMPLIANCE BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW APPLICABLE TO ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, THE PAST OWNERSHIP BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, ANY ENVIRONMENTAL LIABILITY OF OR RELATED TO ANY CREDIT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. THIS SECTION 12.03(B) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM. (c) To the extent that the Borrower shall indemnify the Administrative fails to pay any amount required to be paid by it to any Agent, the Lead ArrangerArrangers or the Issuing Bank under Section 12.03(a) or (b), each Revolving Credit Lender and each Related Party of any severally agrees to pay to such Agent, the Arrangers or the Issuing Bank, as the case may be, such Lender’s Applicable Revolving Credit Percentage (determined as of the foregoing Persons (each time that the applicable unreimbursed expense or indemnity payment is sought) of such Person being called an “Indemnitee”) againstunpaid amount; provided that the unreimbursed expense or indemnified loss, and hold each Indemnitee harmless fromclaim, any and all actionsdamage, suitsliability or related expense, investigationsas the case may be, inquiries, losses, claims, damages, liabilities, proceedings or expenses of any kind or nature whatsoever and reasonable and documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, was incurred by or asserted against or involving any Indemnitee by any third party or by Parent or any Subsidiary arising out of, as a result of or in any way related to (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or therebysuch Agent, the performance by the parties to the Loan Documents of their respective obligations thereunder Arrangers or the consummation of the Transactions or any other transactions contemplated thereby, (ii) any Loan or the use of the proceeds therefrom, (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Parent or any Subsidiary, or any other Environmental Liability related in any way to Parent or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, regardless of whether brought by a third party or by Parent or any Subsidiary and regardless of whether any Indemnitee is a party thereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arose out of or in connection with any proceeding that does not involve an act or omission by Parent or any of its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than claims against an Indemnitee Issuing Bank in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) 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 or thereby, the Transactions, any Loan or the use of the proceeds thereofsuch. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY TO THIS AGREEMENT SHALL ASSERT, AND EACH PARTY HEREBY WAIVES, ANY CLAIM AGAINST ANY OTHER PARTY HERETO, 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 OR THEREBY, THE TRANSACTIONS, ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF, PROVIDED THAT NOTHING HEREIN SHALL LIMIT ANY INDEMNITEE’S INDEMNIFICATION RIGHTS. (e) All amounts due under this Section 12.03 shall be payable not later than thirty ten (3010) days after written demand therefor; providedtherefor attaching the relevant invoices and/or certificate, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to in each case setting forth the extent that there is a final judicial determination that basis for such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Sectiondemand in reasonable detail.