Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loan. (b) The Loan Parties shall, jointly and severally, indemnify the Lender, and each Related Party of the Lender (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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) the Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except (i) for breach of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faith.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Company shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Company or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of the 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 theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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 Company’s failure to pay any such amount shall not relieve the Company 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, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party Borrower shall assert, and each Borrower hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained directly or indirectly from an Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Parent Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates and the Syndication Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent and the Syndication Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Syndication Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Parent Borrower shall indemnify the Administrative Agent, the Syndication Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder thereunder, the syndication of the credit facilities provided for herein (including the syndication of the Loans and the Commitments) or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated herebyhereby or by any separate letter agreement with respect to the syndication of the credit facilities provided for herein, (ii) the Term 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) any actual or alleged presence presence, Release or release threatened Release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by any Loan Party the Parent Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Parent Borrower or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Syndication Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Syndication Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender's pro rata share (determined as of the time that the 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 Syndication Agent, the Issuing Bank 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, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrowers shall not assert, and each hereby waiveswaive, 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of Xxxxxxx Xxxxx LLP as counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication (prior to the date hereof) of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party theretothereto and whether brought by a third party or by the Borrower, the Parent or any Subsidiary; provided that such indemnity shall not, as to any Indemnitee, be available (x) 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 wilful willful misconduct of such Indemnitee or any Related Party of such Indemnitee. In , or (y) in connection with any indemnified claim hereunderdisputes solely among or between two or more of the Administrative Agent, the Indemnitee shall be entitled to select its own counsel and Lenders, the Loan Parties shall promptly pay the reasonable fees and expenses of such counselIssuing Bank and/or their respective Related Parties. (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. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in paragraph (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents except or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee. (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement Section shall be payable not later than 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithmethod of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender and their AffiliatesLender, including the reasonable fees, charges and disbursements of counsel for the Lender, outside consultants in connection with the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof provi­sions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Lender 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 Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessments, Lender in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Lender, and each Related Party of the Lender (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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are deter­mined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (id) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans; provided that, in each case under this clause (a), legal expenses shall be limited to a single counsel selected by the Administrative Agent and a single local counsel to the Administrative Agent in each relevant jurisdiction and a single special counsel to the Administrative Agent in each relevant specialty (in each case except allocated costs of in-house counsel) in connection with the foregoing. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Arrangers, and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use use, or the proposed use, of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available (A) to the extent that such losses, claims, damages, liabilities or related expenses resulted are determined by a court of competent jurisdiction by final and nonappealable judgment to arise from the gross negligence negligence, bad faith, unlawful conduct or wilful willful misconduct of such Indemnitee. In , (B) to the extent that such losses, claims, damages, liabilities or related expenses arise from a material breach of the obligations of such Indemnitee under the Loan Documents, as determined in by a final, nonappealable judgment of a court of competent jurisdiction pursuant to a claim brought by the Borrower, (C) to the extent that such losses, claims, damages, liabilities or related expenses arise out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than in its capacity as the Administrative Agent, Arranger, Co-Syndication Agent or bookrunner with respect to the credit facility evidenced hereby) or (D) with respect to any indemnified claim hereundersettlement of any proceeding if the amount of such settlement was effected without the Borrower’s consent (which consent shall not be unreasonably withheld), but if settled with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 9.03(b). The Borrower shall not, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (x) such settlement 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 proceeding and (y) 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 or any injunctive relief or other non-monetary remedy; provided, further, that all out-of-pocket legal expenses shall be entitled limited to select one firm of counsel for all Indemnitees and if necessary, one firm of local counsel in each appropriate jurisdiction and one firm of special counsel in each appropriate specialty, in each case for all Indemnitees (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower in writing of such conflict and therefore retains its own counsel, of one additional firm of counsel and the Loan Parties for all such affected Indemnitees). This Section 9.03(b) shall promptly pay the reasonable fees and expenses of such counselnot apply with respect to Taxes other than any Taxes that represent losses, claims 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 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 (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 Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and each Indemnitee shall not assert, and hereby waives, and claim against each Loan Party (i) for any damages arising from the use by unintended recipients of information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the Internet) in connection with the Loan Documents, 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Agents, the Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsAgents, the negotiationArrangers and their Affiliates, preparationin connection with the structuring, executionarrangement and syndication of the credit facilities provided for herein, delivery, performance the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks 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 any Agent, Arranger, Issuing Bank or Lender, including the reasonable fees, charges and disbursements of any outside counsel and any outside consultants for the such Agent, Arranger, Issuing Bank or Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan made Loans made, the B/As accepted and purchased or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans, B/As or Letters of Credit. (b) The Loan Parties shallCompany shall indemnify each Agent, jointly Arranger, Issuing Bank and severally, indemnify the Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facilities provided for herein, (ii) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (iiiii) the Term Loan any 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), (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of the Subsidiaries, Subsidiaries 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 and regardless of whether initiated by any Indemnitee or a third party or whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, Indemnitee or (ii) the breach by such Indemnitee shall be entitled to select of its own counsel and obligations under the Loan Parties shall promptly pay the reasonable fees and expenses of such counselDocuments. (c) To the extent that the Company fails to pay any amount required to be paid by it to any Agent or Issuing Bank or Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, Issuing Bank or 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, Issuing Bank or 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 aggregate Revolving Credit Exposures and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrowers shall not assert, and each hereby waiveswaive, 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term Loan any Loan, B/A or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-out of pocket expenses incurred by each of the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented 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 any the Loan Document Documents or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and non appealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, but without affecting the Borrower’s obligations to make such payments, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall jointly and severally Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender and their AffiliatesAdministrative Agent, including the reasonable and documented fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent, in connection with the syndication of the credit facility provided for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the 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 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, the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit; provided, however, that the Borrower shall not be liable for the fees and expenses of more than one separate firm for the Lenders or any Issuing Lender (unless there shall exist an actual conflict of interest among such Persons) in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction nor shall the Borrower be liable for any settlement or any proceeding effected without the Borrower’s written consent (which consent shall not be unreasonably withheld). (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of the Lender their respective affiliates, agents, directors, officers, employees and advisors (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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Financing or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that (A) the Borrower shall not be liable for the fees and expenses of more than one separate firm for all such Indemnitees (unless there shall exist an actual conflict of interest among such Indemnitees, and in such case, not more than two separate firms) in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction; (B) the Borrower shall not be liable for any settlement of any proceeding effected without the Borrower’s written consent (such consent not to be unreasonably withheld) and (C) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, and provided further, however, that this Section 9.03(b) shall not be construed to expand the Indemnitee shall be entitled to select its own counsel and scope of the Loan Parties shall promptly pay reimbursement obligations of the reasonable fees and expenses of such counselBorrower specified in Section 9.03(a). (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 Term Percentage, in the case of any Term Lender and such Lender’s Revolving Commitment Percentage, in the case of any Revolving Lender (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. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Financing, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than ten (ii10) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of one lead counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable expenses, including the reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party of the Borrower or any of the 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 theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select or (y) a material breach in bad faith by such Indemnitee of its own counsel and express contractual obligations under the Loan Parties Documents. This Section 9.03(b) shall promptly pay the reasonable fees and expenses of such counselnot 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 Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than thirty (ii30) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of outside and in-house counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, and the other Loan Documents including, without limitation, the Note, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shallBorrower hereby indemnifies the Administrative Agent, jointly the Issuing Bank and severally, indemnify the each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “IndemniteeINDEMNITEE”) against, and hold holds each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented 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, any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or under any other Loan Document or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted to the extent arising from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses as determined by a court of such counselcompetent jurisdiction in a final, non-appealable judgment. (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. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Administrative Agent, the Co-Syndication Agents and their AffiliatesAffiliates associated with the arrangement, syndication and administration of the credit facilities provided for herein and the preparation, execution, delivery and administration of the credit documentation and any amendment, modification or waiver with respect thereto, including the reasonable fees, charges and disbursements of one United States legal counsel and one Dutch legal counsel for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof Administrative Agent (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Co-Syndication Agents or any Lender, including the reasonable fees, charges and disbursements of any one United States legal counsel and any outside consultants one Dutch legal counsel for the Administrative Agent, the Co-Syndication Agents or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, Agreement or in connection with the Term Loan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term the Loan. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Co-Syndication Agents and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, expenses incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) the Term Loan or the use of the proceeds therefrom, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, costs or related expenses resulted from the gross negligence or wilful willful misconduct of such Indemnitee or from the Indemnitee’s material breach of its obligations under this Agreement pursuant to a claim initiated by the Borrower, in each case as determined by a court of competent jurisdiction by final and nonappealable judgment. In connection with any indemnified claim hereunderaddition, the indemnity contemplated by the preceding sentence shall not, as to any Indemnitee, be available for such Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or indirect damages), other than with respect to any such damages incurred or paid by such Indemnitee to a third party to the extent required to be indemnified by the Borrower pursuant to this Section 8.03(b) (in which case the indemnity contemplated by the preceding sentence shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of available for such counselIndemnitee for any such special, indirect, consequential or punitive damages). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Co-Syndication Agents under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Co-Syndication Agents, 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 Co-Syndication Agents in its capacity as such. (d) All amounts due under this Section shall be payable promptly upon presentation of a written statement setting forth in reasonable detail such request for reimbursement. (e) To the fullest extent permitted by Applicable Lawapplicable law, no Loan Party party hereto shall assert, and each party hereto hereby waives, and acknowledges that no party hereto shall have, or make, any claim against any Indemniteeother 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 Agreement, any other loan document or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documentshereby or thereby, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no thereof (except with respect to any such damages incurred or paid by an Indemnitee shall have any liability to a third party to the Loan Parties, extent required to be indemnified by the Borrower pursuant to Section 8.03(b)). No Indemnitee referred to in clause (b) above shall be liable for any Person asserting claims damages arising from the use by or on behalf unintended recipients of any Loan Party information or any other Person 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 except (i) loan documents or the transactions contemplated hereby or thereby other than for breach of direct or actual damages resulting from the Indemnitee’s obligations under this Agreement and the other Loan Documents, gross negligence or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithof such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the closing of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations herein (including any and environmental site assessmentsall due diligence performed in connection therewith), the negotiationsyndication of the credit facilities provided for herein, preparation, execution, delivery, performance and administration the preparation of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all mortgage taxes and other charges incurred or required to be paid by the Administrative Agent in connection with the Loan Documents, and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the SubsidiariesBorrower, or any Environmental Liability related in any way to any Loan Party or any of the SubsidiariesBorrower, 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of such Indemnitee as determined by a court of law in a final non-appealable judgment, or the breach of this Agreement by the Indemnitee. In connection with any indemnified claim hereunder, including without limitation, the failure of the Indemnitee shall be entitled to select make advances pursuant to its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses Commitment in breach of such counselits obligations hereunder. (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 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 Lawapplicable law, no Loan the Borrower and each other Credit Party 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than ten (ii10) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent), outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the preparation, negotiation, preparation, execution, delivery, performance delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the Lenderissuance, 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 Administrative Agent, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the LenderAdministrative Agent, for appraisers, commercial finance examinations, and environmental site assessments, any Lender or any L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the LenderAdministrative Agent, each Lender and each L/C Issuer, and each Related Party of any of the Lender 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, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or thereunder, or the consummation of the transactions contemplated by hereby or thereby, or in the case of the Administrative Agent and its Related Parties only, the administration of this Agreement and the other Loan Documents or any other transactions contemplated herebyDocuments, (ii) the Term any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom068800 000057 DALLAS 1872243.4 therefrom (including any refusal by any L/C Issuer 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party 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; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with Indemnitee or (y) result from a claim brought by the Borrower or any indemnified claim hereunder, the other Loan Party against an Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses for breach in bad faith of such counselIndemnitee’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. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, 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 any such sub-agent) or such L/C Issuer 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 such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(c). (d) To the fullest extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the hereby or thereby, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in subsection (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person materials distributed to such unintended recipients by such Indemnitee through e-mail or other electronic information transmission systems in connection with this Agreement or the other Loan Documents except or the transactions contemplated hereby or thereby other than for such direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee or from a breach in bad faith of such Indemnitee's 068800 000057 DALLAS 1872243.4 obligations hereunder or under any Loan Document, in any case, as determined by final and nonappealable judgment of a court of competent jurisdiction. (ie) for breach All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. (f) The agreements in this Section shall survive the resignation of the Indemnitee’s obligations under this Agreement Administrative Agent and any L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithObligations.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent, each Lender and their AffiliatesIssuing Bank, and the Affiliates of each of the foregoing parties, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants for each Lender and Issuing Bank, in connection with the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (ii) all reasonable out-of-pocket expenses incurred by the LenderAdministrative Agent, each Lender and Issuing Bank including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the LenderAdministrative Agent, for appraisers, commercial finance examinations, each Lender and environmental site assessmentsIssuing Bank, in connection with the enforcement or protection of its their respective rights in connection with the Loan Documentsthis Agreement, including its their respective rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, each Lender, Issuing Bank and each Related Party of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by any 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party a Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party a Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Lawapplicable law, no Loan Party Borrower shall not assert, and each hereby waiveswaive, 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (id) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel (including the allocated costs and expenses of in-house counsel), in connection with the syndication of the credit facility provided for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel (including, in the case of the Administrative Agent, allocated costs and any outside consultants expenses of in-house counsel) for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender, and each Related Party of any of the Lender 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, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or thereunder, the consummation of the transactions contemplated by hereby or thereby, 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 or any other transactions contemplated herebyDocuments, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of 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 theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party 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; 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 wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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 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 fullest extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in subsection (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person materials distributed to such unintended recipients by such through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents except or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (ie) for breach All amounts due under this Section shall be payable promptly after written demand therefor. (f) The agreements in this Section shall survive the resignation of the Indemnitee’s obligations under this Agreement Administrative Agent, the replacement of any Lender, and the repayment, satisfaction or discharge of all the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithObligations.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers shall jointly and severally pay (i) all reasonable out-of-out of pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of amounts otherwise payable hereunder, 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 (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of (A) any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, and (B) a financial advisor for appraisersthe Administrative Agent, commercial finance examinations, the Issuing Bank and environmental site assessmentsthe Lenders, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrowers shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrowers or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrowers or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted resulting from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrowers fail to pay any amount required to be paid by them 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 Dollar Revolving Commitment Exposure Percentage or Multicurrency Revolving Commitment Exposure Percentage, as the case may be, (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. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrowers shall not assert, and each hereby waiveswaive, 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel 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 the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, 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 wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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 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 in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Parent Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Administrative Agent and their AffiliatesX.X. Xxxxxx Securities LLC, as sole bookrunner and sole lead arranger, including the reasonable fees, charges and disbursements of one domestic counsel for the LenderAdministrative Agent and X.X. Xxxxxx Securities LLC, outside consultants collectively, in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance and administration preparation of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), hereof and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one domestic counsel and any outside consultants one foreign counsel, as necessary, in each applicable jurisdiction for the Administrative Agent, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection preservation of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Parent Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Parent Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Parent Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or wilful willful misconduct of, or material breach of its obligations under the Loan Documents by, such Indemnitee or such Indemnitee. In connection with ’s employer or any indemnified claim hereunderAffiliate of either thereof or any of their respective officers, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counseldirectors, employees, advisors or agents. (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section, but without affecting the Parent Borrower’s obligations thereunder, 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, 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 Lawapplicable law, no Loan Party the Parent Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability thereof except to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or extent such damages arise from the other Loan Documents except (i) for breach of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, bad faith or willful misconduct or bad faithof such Indemnitee as found by a final, non-appealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of Holland & Knight LLP as counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication (prior to the date hereof) of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party theretothereto and whether brought by a third party or by the Borrower, the Parent or any Subsidiary; provided that such indemnity shall not, as to any Indemnitee, be available (x) 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 wilful willful misconduct of such Indemnitee or any Related Party of such Indemnitee. In , or (y) in connection with any indemnified claim hereunderdisputes solely among or between two or more of the Administrative Agent, the Indemnitee shall be entitled to select its own counsel and Lenders, the Loan Parties shall promptly pay the reasonable fees and expenses of such counselIssuing Bank and/or their respective Related Parties. (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. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in paragraph (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents except or the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee. (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement Section shall be payable not later than 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithmethod of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Arrangers, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Dxxxx Xxxx & Wxxxxxxx LLP, special counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions 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 LC Issuing Bank in connection with the Lenderissuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Lender Party, including the reasonable fees, charges and disbursements of any counsel and for any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessmentsLender Party, in connection with the enforcement or protection of its rights in connection with the Loan Documents, Documents (including its rights under this Section), the Letters of Credit or in connection with the Term Loan made hereunderLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loanthe Letters of Credit or the Loans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Lender, and each Related Party of the Lender Parties and their respective Related Parties (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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Financing Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by an LC Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not comply with the terms of such Letter of Credit, as determined in accordance with Section 2.16(g)), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of the Subsidiaries, Subsidiary 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 and regardless of whether any Indemnitee is a party thereto, ; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee 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 wilful willful misconduct of such Indemnitee (or of any of such Indemnitee. In ’s Related Parties acting at the direction of such Indemnitee); (ii) such indemnity shall not be available to any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties involving a material breach by an Indemnitee to the extent that the Borrower prevails on the merits, as determined by a court of competent jurisdiction in a final and non-appealable judgment (it being understood that nothing in this Agreement shall preclude a claim or suit by the Borrower against any Indemnitee for such Indemnitee’s failure to perform any of its obligations to the Borrower under the Loan Documents); (iii) the Borrower shall not, in connection with any indemnified claim hereundersuch proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, be liable for the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of more than one law firm at any one time for the Indemnitees (which law firm shall be selected (x) by mutual agreement of the Administrative Agent and the Borrower or (y) if no such counselagreement has been reached following the Administrative Agent’s good faith consultation with the Borrower with respect thereto, by the Administrative Agent in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt notice of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under this Section and (y) an opportunity to consult from time to time with such Indemnitee regarding defensive measures and potential settlement; and (v) the Borrower shall not be obligated to pay the amount of any settlement entered into without its written consent (which consent shall not be unreasonably withheld or delayed). In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its equity holders or creditors or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereby are consummated. 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 any Agent or any LC Issuing Bank under subsection ‎(a) or ‎(b) of this Section, each Lender severally agrees to pay to such Agent or such LC 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 such LC Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of the sum of the total Credit Exposures. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except for such damages resulting from such Indemnitee’s gross negligence or willful misconduct as determined in a final judgment of a court of competent jurisdiction and (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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Financing Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable within five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrowers shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and any of the other Loan Documents (including without limitation the Collateral and any additional filings, documents, examinations or other actions with respect thereto) or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrowers shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Parent or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Parent or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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 Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrowers 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-out of pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the LenderIssuing Bank 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 Administrative Agent, the Lenders or the Issuing Bank, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the LenderAdministrative Agent, for appraisers, commercial finance examinations, and environmental site assessmentsthe Issuing Bank or any one counsel retained on behalf of the Lenders, in connection with the enforcement or protection of its or their rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the 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 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 Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks 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 Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement and any other Financing Document, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loan. (b) Loans or Letters of Credit. The Loan Parties shall, jointly and severally, Borrower shall indemnify the LenderAdministrative Agent, each Issuing Bank, each Lender and each Joint Lead Arranger, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses, including the reasonable and documented 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 any Loan Financing Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated refusal by any Loan Party or any Issuing Bank to honor a demand for payment under a Letter of Credit if the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person documents presented in connection with this Agreement or such demand do not strictly comply with the other Loan Documents except (i) for breach terms of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faith.such Letter of Credit),

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (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 or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, any Issuing Banks or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Company shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Company or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of the 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 theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or wilful willful misconduct of such IndemniteeIndemnitee or (y) the material breach in bad faith by such Indemnitee of its express obligations under this Agreement pursuant to a claim initiated by the Company. In connection This Section 9.03(b) shall not apply with respect to Taxes other than any indemnified claim hereunderTaxes that represent losses, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselclaims or damages arising from any non-Tax claim. (c) To the extent that the Company 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, any 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 (it being understood that the Company’s failure to pay any such amount shall not relieve the Company 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, any Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party Borrower shall assert, and each Borrower hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and related out-of-pocket expenses, including the reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party Holdings, the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party Holdings, the Borrower or any of 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 theory, whether brought by a third party or by Holdings, the Borrower or any of the Subsidiaries, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select or (ii) a material breach in bad faith by such Indemnitee of its own counsel and express contractual obligations under the Loan Parties Documents pursuant to a claim made by the Borrower. This Section 9.03(b) shall promptly pay the reasonable fees and expenses of such counselnot apply with respect to Taxes other than any Taxes that represent losses, claims 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 Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Lender Administrative Agent and their Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent), outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the preparation, negotiation, preparation, execution, delivery, performance delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-out of pocket expenses incurred by the Lender, Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Term Loan Loans made hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the Lender 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, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to the Loan Documents hereto and thereto of their respective obligations thereunder or hereunder and thereunder, the consummation of the transactions contemplated by hereby and thereby, 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 or any other transactions contemplated herebyDocuments, (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee. In connection with any indemnified claim ’s obligations hereunder, if the Indemnitee shall be entitled to select Borrower has obtained a final and nonappealable judgment in its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses favor on such claim as determined by a court of such counselcompetent jurisdiction. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of the Administrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Related Party, 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 any such sub-agent) in its capacity as such, or against any such Related Party acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.14(e). (d) To the fullest extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documentshereby or thereby, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in subsection (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person 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 except or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (ie) for breach All amounts due under this Section shall be payable not later than five (5) days after written demand therefor. (f) The agreements in this Section shall survive the resignation of the Indemnitee’s obligations under this Agreement Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithobligations hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection This Section 9.03(b) shall not apply with respect to Taxes other than any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselTaxes 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 Issuing Bank or a Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the applicable 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 (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, the Issuing Bank or the applicable Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Arrangers, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Lenderany Lender Party, including the reasonable fees, charges and disbursements of any counsel and for any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessmentsLender Party, in connection with the enforcement or protection of its rights in connection with the Loan Documents, Documents (including its rights under this Section, ) or in connection with the Term Loan made hereunderLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loanthe Loans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Lender, and each Related Party of the Lender Parties and their respective Related Parties (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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Financing Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, therefrom or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, ; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee 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 such Indemnitee’s gross negligence or wilful misconduct willful misconduct; (ii) such indemnity shall not be available to any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties to the extent that the Borrower prevails on the merits, as determined by a court of competent jurisdiction (it being understood that nothing in this Agreement shall preclude a claim or suit by the Borrower against any Indemnitee for such Indemnitee. In ’s failure to perform any of its obligations to the Borrower under the Loan Documents); (iii) the Borrower shall not, in connection with any indemnified claim hereundersuch proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, be liable for the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of more than one law firm at any one time for the Indemnitees (which law firm shall be selected (x) by mutual agreement of the Administrative Agent and the Borrower or (y) if no such counselagreement has been reached following the Administrative Agent’s good faith consultation with the Borrower with respect thereto, by the Administrative Agent in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt notice of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under this Section and (y) an opportunity to consult from time to time with such Indemnitee regarding defensive measures and potential settlement; and (v) the Borrower shall not be obligated to pay the amount of any settlement entered into without its written consent (which consent shall not 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 under subsection (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 on its share of the sum of the total Credit Exposures. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsFinancing Transactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable within five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Each Fund shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by its Pro Rata Share of the Lender and their Affiliates, including the reasonable fees, charges fees and disbursements of counsel for the Lender, outside consultants for Administrative Agent in connection with the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance negotiation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers closing of the provisions thereof Credit Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket fees and expenses incurred by the LenderAdministrative Agent and its Affiliates in connection with the administration of the Credit Documents or any amendments, modifications or waivers of the provisions of any Credit Document (whether or not the transactions contemplated thereby shall be consummated), including the reasonable fees and charges of providing for and maintaining an Electronic Platform, and (iii) all out-of-pocket expenses incurred by the Administrative Agent and each of the Lenders, and the fees, charges and disbursements of any counsel and any outside consultants for the Lender, Administrative Agent or for appraisers, commercial finance examinations, and environmental site assessments, any Lender in connection with the enforcement or protection of its rights against the Borrowers in respect of such Fund in connection with the Loan Credit Documents, including its rights under this Section, or in connection with the Term Loan Loans made hereunderhereunder to or with respect to such Fund, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties Each Fund shall, jointly severally and severallynot jointly, indemnify each Credit Party (together with any sub-agent of the LenderAdministrative Agent), and each Related Party of the Lender thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and from all losses, claims, damages, liabilities and related expensesexpenses (collectively, “Losses”), including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, of or as a result of (i) the execution or delivery by any Borrower related to such Fund of any Loan Credit Document or any other agreement or instrument contemplated herebythereby, the performance by such Borrower on behalf of such Fund of its obligations under the parties to the Loan Credit Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated herebythereby, (ii) any Loan to or for the Term Loan benefit of such Fund or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of the Subsidiariesthereof, or (iviii) 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, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that more than one Fund (each a “Liable Fund”) is liable for the same loss, claim, damage, liability or expense (collectively, an “Indemnified Amount”), each Liable Fund in respect of such lossesIndemnified Amount shall only be obligated to pay, claimswith respect to such Indemnified Amount, damagesan amount equal to the product of (A) such Indemnified Amount multiplied by (B) a fraction, liabilities the numerator of which is such Liable Fund’s Pro Rata Share, and the denominator of which is the aggregate sum of the Pro Rata Shares of all Liable Funds in respect of such Indemnified Amount. Subject to Section 10.3(d), nothing herein contained shall prevent or related expenses resulted prohibit any Fund from bringing any action against any Credit Party to recover any Losses suffered by such Fund to the extent caused by such Credit Party’s failure to exercise due care in the performance of its obligations under the Credit Documents. The parties hereto expressly agree that, in the absence of gross negligence or wilful willful misconduct on the part of such Indemnitee. In connection with any indemnified claim hereunderCredit Party (as found by a final and nonappealable decision of a court of competent jurisdiction), the Indemnitee each Credit Party shall be entitled deemed to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselhave exercised due care. (c) To the extent that any Fund for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), or such Related Party, as the case may be, such Lender’s pro rata share (based on a fraction, the numerator of which is the sum of the outstanding principal balance of the Revolving Loans, Swingline Exposure and unused Commitment of such Lender, and the denominator of which is the sum of the aggregate principal balance of the Revolving Loans, Swingline Exposure and unused Commitments of all Lenders, in each case determined as of the earlier to occur of the time that the applicable unreimbursed expense or indemnity payment is sought and the last date upon which the denominator set forth above is greater than zero) 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 such sub-agent) 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) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.6(d). (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party neither the Borrowers nor the Funds shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Credit Document or any agreement agreement, instrument or instrument other document contemplated herebythereby, the transactions contemplated by the Loan Documents, the Term Transactions or any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement Section shall be payable promptly but in no event later than 10 days after written demand therefor. Each Indemnitee agrees, upon request, to provide reasonable details and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithsupporting documentation concerning any costs and expenses required to be paid by a Fund pursuant to this Section.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent and the Collateral Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender 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 Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit; provided that the Borrower shall not be obligated to pay legal fees and expenses incurred pursuant to clauses (i) and (ii) above in connection with the syndication of the credit facilities or the preparation of the Loan Documents prior to the initial Credit Extension. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the Issuing Lender and each Lender, and each Related Party of any of the Lender 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 reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other agreement or instrument contemplated herebyhereby 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 contemplated by the Loan Documents Transactions or any other transactions contemplated herebyhereby or thereby, (ii) the Term any Loan or Letter of Credit or the use of the proceeds therefromtherefrom (including any refusal by the 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), (iii) any actual or alleged presence or release Release or threatened Release of Hazardous Materials on at, on, under or from any property currently or formerly owned or operated by any Loan Party or any of the SubsidiariesGroup Member, or any Environmental Liability related in any way to any Loan Party Group Member or any violation of the Subsidiarieshealthcare laws related in any way to any Group Member, 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 theory, regardless of whether brought by a third party or by a Loan Party and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted are determined by a court of competent jurisdiction by final and nonappealable judgment to have arisen from the material breach by such Indemnitee of this Agreement or to have been incurred primarily by reason of the gross negligence or wilful willful misconduct of such Indemnitee. In connection with Indemnitee and that if any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties receive indemnification that is later disallowed by this proviso, it shall promptly pay repay to the reasonable fees and expenses of Borrower any such counselfunds. (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), the Collateral Agent (or any sub-agent thereof), the Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be, such Lender’s Aggregate Exposure 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 Collateral Agent, the Issuing Lender or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in paragraph (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents except or the transactions contemplated hereby or thereby. (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties CFC and CHL shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderManaging Administrative Agent and the Administrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Managing Administrative Agent, the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shallCFC and CHL (or, jointly and severallyto the extent provided below, CB) shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefromthereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party Borrower or any of the Subsidiariesits subsidiaries, or any Environmental Liability related in any way to any Loan Party Borrower or any of the Subsidiariesits 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with It is understood that (i) the indemnification obligations under this Section 10.03(b) to the extent they may reasonably be attributable to the acts or omissions hereunder by CB or any indemnified claim hereunder, the Indemnitee of its Subsidiaries shall be entitled the responsibility of CB and not CFC and CHL, and (ii) the indemnification obligations under this Section 10.03(b) to select the extent they may reasonably not be attributable to the acts or omissions hereunder by CB or any of its own counsel Subsidiaries shall be the responsibility of CFC and the Loan Parties shall promptly pay the reasonable fees CHL and expenses of such counselnot CB. (c) To the extent that any Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender 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 applicable Swingline Lender in its capacity as such. To the extent that CFC or CHL fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party each Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Syndication Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent and the Syndication Agent, outside consultants in connection with the syndication of the credit facility provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Lenderexpenses, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Issuing Bank, 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 (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for appraisersthe Administrative Agent, commercial finance examinations, and environmental site assessmentsthe Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants for in connection with the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent (and, if requested by the Required Lenders, one counsel (and if appropriate, one local counsel) for such Lenders), the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Emergence Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the 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 Issuing Bank or the Swingline Lender in its capacity as such; provided further that any indemnification of the Issuing Bank or Swingline Lender shall be limited to Revolving Lenders only. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Emergence Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 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, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) unless such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have arisen out of the gross negligence or willful misconduct of such Person, 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers, the Syndication Agents and their Affiliates, including the reasonable fees, charges and disbursements of one firm of outside counsel for the Lenderforegoing (and, outside consultants if deemed reasonably necessary by such Persons, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction), in connection with the arrangement and syndication of the credit facility provided for herein, including the Lenderspreparation, appraisersexecution and delivery of the Commitment Letter and the Fee Letters referred to therein, for commercial finance examinations and environmental site assessments, as well as the negotiation, preparation, execution, delivery, performance delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (to the extent such amendments, modifications or waivers are requested by the Borrower) of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses of the Administrative Agent in connection with the administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Arranger or any Lender, including the reasonable fees, charges and disbursements of any counsel and for any outside consultants for of the Lender, for appraisers, commercial finance examinations, and environmental site assessmentsforegoing, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the LenderAdministrative Agent, the Arrangers, each Lender and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses reasonably related expensesthereto, including the reasonable and documented fees, charges and disbursements of any one firm of outside counsel for Indemnitees (and, if deemed reasonably necessary by the Administrative Agent, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, and, in the case of an actual or perceived conflict of interest for any Indemnitee, one firm of counsel (and, if deemed reasonably necessary by such Indemnitee, one firm of regulatory and/or one firm of local counsel in each appropriate jurisdiction) for such Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or preparation, execution, delivery and (in the case of any Loan Document the Administrative Agent and its Related Parties only) administration of this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder hereby or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, hereby (including the Merger) or (ii) the Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 theory, and regardless of whether any Indemnitee is a party thereto, thereto (and regardless of whether such matter is initiated by the Borrower or any other Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or a material breach, including any such breach in bad faith, of the agreements by such Indemnitee set forth in this Agreement or (B) result from any claim, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, litigation, investigation or proceeding brought by an Indemnitee against the Administrative Agent or any Arranger in its capacity in fulfilling its role as an agent or arranger or any other similar role hereunder). The Borrower shall indemnify and hold harmless in accordance with the Commitment Letter the Persons entitled to the benefit of the indemnification provisions set forth therein with respect to all matters expressly covered by such provisions in the Commitment Letter that are not expressly covered in this paragraph, and no such provision in the Commitment Letter shall, with respect to such matters, terminate as a result of the execution and delivery of this Agreement. No Indemnitee shall be liable for any damages arising from the use of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such Indemnitee. In , and no party hereto shall be liable for any special, indirect, consequential or punitive damages in connection with the Loans, this Agreement or its activities related thereto; provided that nothing contained in this sentence will limit the Borrower’s indemnity and reimbursement obligations set forth in this Section 9.03. This paragraph shall not apply with respect to Taxes other than any indemnified claim hereunderTaxes that represent losses, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselclaims or damages arising from any non-Tax claim. (c) To the extent permitted that the Borrower fails to pay any amount required to be paid by Applicable Lawit under paragraph (a) or (b) of this Section to the Administrative Agent or any Related Party of any of the foregoing, no Loan Party shall asserteach Lender severally agrees to pay to the Administrative Agent or such Related Party, and each hereby waivesas the case may be, any claim 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 or against any Indemnitee, on Related Party of any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to foregoing acting for the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person Administrative Agent in connection with such capacity. For purposes of this Agreement or the other Loan Documents except (i) for breach paragraph, a Lender’s “pro rata share” shall be determined based upon its share of the Indemnitee’s obligations aggregate Commitments in effect (or, after the Funding Date, of the aggregate principal amount of the Loans outstanding) at the time (or most recently in effect or outstanding, as the case may be). (d) All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Agents and their AffiliatesAffiliates (including with respect to legal fees, including the reasonable fees, charges and out-of-pocket disbursements of counsel Cravath, Swaine & Xxxxx LLP and Fraser Xxxxxx Casgrain LLP only), in connection with the syndication of the credit facilities provided for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the 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 any Agent, Issuing Bank or any Lender, including the reasonable fees, charges and out-of-pocket disbursements of any counsel and for any outside consultants for the Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan made Loans made, Letters of Credit issued or the B/As accepted and purchased, hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shallCompany shall indemnify each Agent, jointly Issuing Bank and severally, indemnify the each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all actual out-of-pocket losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and out-of-pocket disbursements of any counsel for any Indemnitee, other than Taxes which, in all cases, are subject to indemnity only pursuant to Section 2.17, incurred by or asserted against any Indemnitee arising out of, in connection with, with or as a result of (i) the execution or delivery of any the Loan Document Documents or any other agreement or instrument contemplated herebyhereby 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 contemplated by the Loan Documents Transactions or any other transactions contemplated herebyhereby or thereby, (ii) the Term Loan any 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Company or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of 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 and regardless of whether any Indemnitee is a party thereto, thereto (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 losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or wilful willful misconduct of such Indemnitee. In connection with Indemnitee or any indemnified claim hereunder, the Indemnitee shall be entitled to select of its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselRelated Parties. (c) To the extent that the Company fails to pay any amount required to be paid by it to any Agent, Issuing Bank or Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, Issuing Bank or 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, Issuing Bank or 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 Credit Exposures and unused Commitments at the time (or most recently prior to such time). (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Lender Administrative Agent and their Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of counsel, but limited to one lead law firm acting as counsel for the LenderAdministrative Agent and the Lenders, outside consultants taken as a whole, and, in the case of an actual conflict of interest, one additional counsel for the Lenders), appraisers, in connection with the syndication of the credit facilities provided for commercial finance examinations and environmental site assessmentsherein, the preparation, negotiation, preparation, execution, delivery, performance delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-out of pocket expenses incurred by the Lender, Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of any counsel, but limited to one lead law firm acting as counsel and any outside consultants for the LenderAdministrative Agent and the Lenders, taken as a whole, and, in the case of an actual conflict of interest, one additional counsel for appraisers, commercial finance examinations, and environmental site assessmentsthe Lenders), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Term Loan Loans made hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the Lender 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, expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to the Loan Documents hereto and thereto of their respective obligations thereunder or hereunder and thereunder, the consummation of the transactions contemplated by hereby and thereby, 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 or (including in respect of any other transactions contemplated herebymatters addressed in Section 2.14), (ii) the Term any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted (x) result from (A) the gross negligence or wilful willful misconduct of such Indemnitee. In connection with , as determined by a court of competent jurisdiction by final and nonappealable judgment, (B) an intentional breach in bad faith by such Indemnitee of its material obligations under this Agreement, as determined by a court of competent jurisdiction by final and nonappealable judgment, or (C) disputes arising solely between indemnified parties that do not (I) involve any indemnified action or inaction by Borrower or any of its Subsidiaries or Affiliates, or (II) relate to any action or inaction of such Indemnitee in its capacity as Administrative Agent, Arranger, Swing Line Lender, or any similar capacity or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder, if the Indemnitee Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 2.14(c), this Section 9.03(b) shall be entitled not apply with respect to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 based on each Lender’s share of the Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, 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 such sub-agent), or the Swing Line 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), or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.15(e). (d) To the fullest extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documentshereby or thereby, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee referred to in subsection (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person 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 except or the transactions contemplated hereby or thereby. (ie) for breach All amounts due under this Section shall be payable not later than five (5) days after written demand therefor. (f) The agreements in this Section and the indemnity provisions of Section 9.01(e) shall survive the resignation of the Indemnitee’s obligations under this Agreement Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithobligations hereunder.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arranger, the Syndication Agent, the Documentation Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with (A) all due diligence, (B) syndication of the credit facilities provided for herein (including printing, distribution and bank meetings), (C) transportation, computer, duplication, appraisal, consultant, audit, insurance, search filing and recording expenses and fees and (D) the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement Agreement, the Notes and the any other Loan Documents agreement or instrument contemplated hereby, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement, the Notes or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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 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, and, provided, further, that such expense, loss, claim, damage, liability or related expense was not caused by the Administrative Agent's gross negligence or willful misconduct. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Each of Holdings and the Borrower shall jointly and severally pay pay: (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the any Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans (which workout and restructuring expenses shall include expenses incurred by the retention and use of financial or similar advisors). (b) The Loan Parties shall, jointly Each of Holdings and severally, the Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 of: (i) the execution or delivery of this Agreement or any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to the this Agreement or any other Loan Documents Document of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, hereby or by the other Loan Documents, (ii) the Term any Loan or the use of the proceeds therefrom, , (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party Holdings, the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party Holdings, the Borrower or any of the Subsidiaries, or 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that Holdings or the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Related Party of any of them under paragraph (a) or (b) of this Section or Section 10.15.1 of the Disbursement Agreement, 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 Lawapplicable law, no Loan Party Holdings or the Borrower 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly not later than fifteen days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks 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 Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Company shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Company or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Company 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 (it being understood that the Company’s failure to pay any such amount shall not relieve the Company 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, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall Borrowers jointly and severally shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent or the Sole Bookrunner and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank, any Lender, the Sole Bookrunner, the Joint Lead Arrangers, the Co-Syndication Agents or the Documentation Agent including the reasonable fees, charges and disbursements of any counsel and for any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessmentssuch Person, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with any other Loan Document, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shallTo the fullest extent permitted by Law, neither the Administrative Agent, the Issuing Bank, the Sole Bookrunner, any Joint Lead Arranger, any Co-Syndication Agent, the Documentation Agent nor any Lender shall have any liability in connection with, and the Borrowers shall jointly and severally, severally indemnify the Administrative Agent, the Issuing Bank, the Sole Bookrunner, each Joint Lead Arranger, each Co-Syndication Agent and the Documentation Agent and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person of the foregoing being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expensesexpenses (including costs of investigation and defense, including legal fees and amounts paid in settlement) and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee Indemnitee, INCLUDING LOSSES, LIABILITIES, OBLIGATIONS, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING FROM THE SOLE, CONCURRENT, ORDINARY OR CONTRIBUTORY NEGLIGENCE OF THE PERSON TO BE INDEMNIFIED, in connection with, arising out of, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any of the other Loan Document Documents, or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties to hereto and the other Loan Documents Parties of their respective obligations thereunder hereunder and under the other Loan Documents or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release Release of Hazardous Materials on or from any property currently or formerly owned Property owned, leased or operated by any Loan Party either of the Borrowers or any of the their respective Subsidiaries, in violation of any Environmental Law, or any Environmental Liability related in any way to any Loan Party either of the Borrowers or any of the their respective 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, illegal acts or wilful willful misconduct of such Indemnitee. In connection with Any amount to be paid under this Section by the Borrowers to any indemnified claim hereunder, the Indemnitee shall be entitled a demand obligation owing by the Borrowers to select its own counsel the Indemnitee and shall bear interest from the Loan Parties date of expenditure until paid at the Default Rate. The obligations of the Borrowers under this paragraph (b) shall promptly pay survive the reasonable fees and expenses termination of such counselthis Agreement. This Section 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 either Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank, the Swingline Lender or any Related Party under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage of the aggregate Credit Exposures (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that with respect to such unpaid amounts owed to the Issuing Bank or Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, 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 Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.02. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party neither Borrower shall assert, and each Borrower hereby waivesWAIVES, 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the hereby or thereby, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee . (e) All amounts due under this Section shall have any liability be due not later than five (5) Business Days after written demand therefor. (f) Without prejudice to the Loan Parties, any Person asserting claims by or on behalf survival of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except (i) for breach agreement of the Indemnitee’s Borrowers in the Loan Documents, the agreements and obligations of the Borrowers and the Lenders contained in this Section shall survive the payment in full of the Loans and all other amounts payable under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligenceexpiration of all Letters of Credit, willful misconduct or bad faithand the termination of this Agreement.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender each Agent and their its Affiliates, including the reasonable fees, charges and disbursements of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Lender, outside consultants Agents in connecxxxx xith xxx xyndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the such Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel and for such Agent, or any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shallBorrower shall indemnify each Agent, jointly and severally, indemnify the each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated herebyTransactions, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual presence, Release or alleged presence or release threatened Release of Hazardous Materials on on, at, under or from any Mortgaged Property or any other property currently or formerly owned or operated by any Loan Party the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with Indemnitee or any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses Related Person of such counselIndemnitee as determined in a final judgment by a court of competent jurisdiction. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such 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 such Agent 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 Exposures and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement enforcement, collection or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, 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 wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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 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 in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party (i) the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) no Indemnitee shall assert, and hereby waives, any claim against the Borrower, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Transactions or any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facility provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Borrower) of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan made hereunderLoans made, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Arranger and each other agent or co-agent (if any) designated by the Arranger or the Administrative Agent with respect to the credit facility hereunder, each Lender, and each Related Party of any of the Lender foregoing Persons involved directly or indirectly in the Transactions (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (other than Excluded Taxes), including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted (or threatened) against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except (i) for breach of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faith.contemplated

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall jointly Borrowers shall, on a joint and severally several basis, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or and any amendments, supplements, modifications or waivers of the provisions 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 Lenderissuance, 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 any Lender Party, including the reasonable fees, charges and disbursements of any counsel for any Lender Party (which shall be limited to one counsel for all Lender Parties, except (x) solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower Representative of any existence of such conflict, one additional counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and any outside consultants (y) to the extent that the Administrative Agent notifies the Borrower Representative of the need for specialized legal skills and thereafter, after receipt of the Lender, for appraisers, commercial finance examinations, and environmental site assessmentsconsent of the Borrower Representative (which consent shall not be unreasonably withheld or delayed) has retained its own counsel), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties Borrowers shall, jointly on a joint and severallyseveral basis, indemnify the Lender, and each Related Party of the Lender Parties and their respective Related Parties (without duplication) (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 reasonable and documented fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (which shall be limited to one counsel for all Indemnitees, except (x) solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower Representative of any existence of such conflict, one additional counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions and (y) to the extent that the Indemnitee notifies the Borrower Representative of the need for specialized legal skills and thereafter, after receipt of the consent of the Borrower Representative (which consent shall not be unreasonably withheld or delayed) has retained its own counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee or any Loan Party is a party theretothereto or whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or any other Person; provided that such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnitee’s or any of its Related Parties’ bad faith, gross negligence or wilful willful misconduct or from a material breach of the obligations of such Indemnitee or any of its Related Parties under the Credit Agreement or (y) arise out of, or in connection with, any actual or threatened litigation, investigation or proceeding that does not involve an act or omission by the any Loan Party or any of its Affiliates and that is brought by one Indemnitee against another Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Issuing Banks or the Swingline Lender under Section 10.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, the Issuing Banks 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, the Issuing Banks or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of the sum of the total Credit Exposures and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party nor any Indemnitee shall assert, and each hereby waives, have 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this Section 10.03(d) shall limit any Borrower’s indemnity obligations with respect to third party claims. The Loan Parties further agree that no No Indemnitee referred to in paragraph (b) above shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person 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 that such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnitee’s or any of its Related Parties’ willful misconduct or gross negligence. (e) Each Indemnitee shall provide prompt notice of any claim; provided that the failure to give such notice shall not affect any Indemnitee’s rights to indemnity under this Section 10.03. All amounts due under this Section shall be payable 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 10.03. (f) The Borrower Representative is entitled to assume and control the defense and settlement of any claim so long as the Borrowers confirm their obligation to indemnify such Indemnitee in accordance with this Section 10.03. No such Indemnitee may settle a claim without the prior written consent of the Borrower Representative, which may not be unreasonably withheld or delayed; provided that without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), the Borrower Representative shall not effect any settlement of any pending or threatened proceeding against an Indemnitee in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) for breach such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the Indemnitee’s obligations under this Agreement subject matter of such proceeding and the other Loan Documents, or (ii) the such settlement does not include any statement as to any admission of fault, culpability, wrongdoing or failure to act by such Indemnitee’s gross negligence. (g) This Section 10.03 shall not apply with respect to Taxes, willful misconduct other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or bad faithdisbursements arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Lead Arrangers, the Syndication Agents, the Documentation AgentsAgent and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the LenderAdministrative Agent and the Lead Arrangers, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Company shall indemnify the Administrative Agent, each Syndication Agent, each Documentation Agent, each Lead Arranger and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except (i) for breach of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faith.,

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall Holdings, the Parent Borrower and each Foreign Subsidiary Borrower, jointly and severally severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lendersherein, appraisers, for commercial finance examinations and environmental site assessmentsdue diligence investigation, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shallHoldings, the Parent Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by any Loan Party the Parent Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Parent Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the 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 Issuing Bank 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, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party none of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee . (e) All amounts due under this Section shall have be payable promptly after written demand therefor. (f) Neither Heartland nor any liability to the Loan Partiesdirector, any Person asserting claims by officer, employee, stockholder or on behalf member, as such, of any Loan Party or Heartland shall have any other Person liability for the Obligations or for any claim based on, in connection with this Agreement respect of or the other Loan Documents except (i) for breach by reason of the Indemnitee’s obligations Obligations or their creation; provided that the foregoing shall not be construed to relieve any Loan Party of its Obligations under this Agreement and the other any Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithDocument.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Arranger, the Administrative Agent and their respective Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Lenderany Lender Party, including the reasonable fees, charges and disbursements of any counsel and for any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessmentsLender Party, in connection with the replacement of any Lender pursuant to Section 2.19(b), the enforcement or protection of its rights in connection with the Loan Documents, Documents (including its rights under this Section, ) or in connection with the Term Loan made hereunderLoans, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loanthe Loans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Lender, and each Related Party of the Lender Parties and their respective Related Parties (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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Financing Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of the SubsidiariesSubsidiary, 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 and regardless of whether any Indemnitee is a party thereto, ; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee 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 such Indemnitee’s gross negligence or wilful misconduct willful misconduct; (ii) such indemnity shall not be available to any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such indemnitee and the Borrower are adverse parties to the extent that the Borrower prevails on the merits, as determined by a court of competent jurisdiction (it being understood that nothing in this Agreement shall preclude a claim or suit by the Borrower against any Indemnitee for such Indemnitee. In ’s failure to perform any of its obligations to the Borrower under the Loan Documents); (iii) the Borrower shall not, in connection with any indemnified claim hereundersuch proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, be liable for the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of more than one law firm at any one time for the Indemnitees (which law firm shall be selected (x) by mutual agreement of the Administrative Agent and the Borrower or (y) if no such counselagreement has been reached following the Administrative Agent’s good faith consultation with the Borrower with respect thereto, by the Administrative Agent in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt notice of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under this Section and (y) an opportunity to consult from time to time with such indemnitee regarding defensive measures and potential settlement; and (v) the Borrower shall not be obligated to pay the amount of any settlement entered into without its written consent (which consent shall not be unreasonably withheld). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Swingline Lender under subsection (a) or (b) of this Section, each Lender severally agrees to pay to such Agent 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 or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of the sum of the total Exposures and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower shall not assert, and each it 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsFinancing Transactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable within five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsAdministrative Agent, the negotiationArrangers and their Affiliates, preparationin connection with the structuring, executionarrangement and syndication of the credit facilities provided for herein, delivery, performance the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Arranger or Lender, including the reasonable fees, charges and disbursements of any outside counsel and any outside consultants for the Administrative Agent or such Arranger or Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Company shall indemnify the Administrative Agent, each Arranger, each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facilities provided for herein, (ii) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (iiiii) the Term any Loan or the use of the proceeds therefrom, (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of the Subsidiaries, Subsidiaries 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 and regardless of whether initiated by any Indemnitee, any party hereto or a third party or whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, (B) the breach by such Indemnitee shall be entitled to select in bad faith of its own counsel and obligations under the Loan Parties shall promptly pay the reasonable fees and expenses of such counselDocuments. (c) To the extent that the Company 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 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) 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 such sub-agent) or against any Related Party of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes of this paragraph, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate outstanding Loans and unused Commitments at the time (or most recently outstanding and in effect). (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants 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 the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); including, without limitation, the fees and expenses charged by the rating agencies, (ii) if the Administrative Agent elects to have the credit facilities provided for herein rated, all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with obtaining and maintaining such rating, including the fees and charges of the rating agencies, and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection This Section 9.03(b) shall not apply with respect to Taxes other than any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counselTaxes 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 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 Lawapplicable law, no Loan Party the Borrower shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or Section shall be payable not later than fifteen (ii15) the Indemnitee’s gross negligence, willful misconduct or bad faithdays after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower ----------------------------------- shall jointly and severally pay (i) all reasonable out-of-pocket costs and expenses incurred by the Lender Lucent and their Affiliateseach Agent, including the reasonable fees, charges and disbursements of counsel for Lucent or the LenderAgents, outside consultants for in connection with the Lenderspreparation, appraisersexecution and delivery of the Loan Documents (including, for commercial finance examinations and environmental site assessmentsin the case of Lucent, the negotiationCommitment Letter dated April 27, preparation1998, execution, delivery, performance and administration of this Agreement between Lucent and the other Loan Documents or any amendmentsBorrower, modifications or waivers and the Bridge Note); provided that (A) the fees of Cravath, -------- Swaine & Xxxxx shall be subject to the limitations set forth in the letter from Cravath, Swaine & Xxxxx dated April 22, 1998, and (B) the payment of such costs and expenses shall not be required prior to the earlier of the provisions thereof Effective Date and the Effective Date (whether or not as defined in the transactions contemplated hereby or thereby shall be consummated), Working Capital Credit Agreement) and (ii) all reasonable out-of-pocket costs and expenses incurred by the either Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and for either Agent or any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with (A) the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans, and (B) in the case of Lucent and the Agents, the administration of, and any amendments, modifications, waivers or supplements of or to the provisions of, any of the Loan Documents. (b) The Loan Parties shall, jointly Borrower shall indemnify each Agent and severally, indemnify the each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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, each Lender severally agrees to pay to such 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 such Agent 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 outstanding Loans, Deferred Interest and Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than 30 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsAdministrative Agent, the negotiationArranger or any of their respective Affiliates in connection with the syndication and arrangement of the credit facility provided for herein, preparation, execution, delivery, performance the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, with respect to fees, charges and disbursements of outside counsel, the Borrower’s reimbursement obligations under this clause (i) shall be limited to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the LenderAdministrative Agent, each Lender and their Affiliates, and each Related Party partner, member, officer, director, agent, employee, advisor and controlling Person of any of the Lender 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 reasonable and documented fees, charges and disbursements of any a single counsel for such Indemnitees taken as a whole and in the case of a conflict of interest, one additional counsel to each group of affected Indemnitees (to the extent necessary with respect to such groups) (and, if necessary, one local counsel in any Indemniteeother relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the arrangement, execution or delivery of any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of 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 and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent permitted by Applicable Law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except (i) for breach of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faith.the

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Co-Administrative Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the LenderCo-Administrative Agents, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Co-Administrative Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Co-Administrative Agents or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Paying Agent, each Co-Administrative Agent, and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or the Borrower, any of the Subsidiariesits Subsidiaries or Enterprise GP, or any Environmental Liability related in any way to any Loan Party or the Borrower, any of the Subsidiariesits Subsidiaries or Enterprise GP, 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 and regardless of whether any Indemnitee is a party thereto, thereto and whether brought by a third party or by the Borrower or any Subsidiary; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any Related Party of such Indemnitee. In , or (y) in connection with any indemnified claim hereunderdisputes among or between the Paying Agent, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsela Co-Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Paying Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Paying 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 Paying Agent in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement Section shall be payable not later than 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithmethod of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Loan Parties shall Borrowers, jointly and severally severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of external counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any external counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the this Agreement or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shallBorrowers, jointly and severally, shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender 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 reasonable and documented fees, charges and disbursements of any external counsel for any Indemnitee, incurred by or asserted against any Indemnitee to the extent directly 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 other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party a Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party a Borrower or any of 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Administrative Agent or a Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the applicable Swingline Lender, as the case may be, such Lender's Aggregate Applicable Percentage, in the case of payments to the Administrative Agent, or Applicable Percentage, in the case of payments to a Swingline Lender (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 Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the parties hereto shall not assert, and each of them hereby waives, any claim against any IndemniteeIndemnitee or 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 or any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than five Business Days after receipt of written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable out-of-pocket outofpocket expenses incurred by the Lender Administrative Agent and the Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel counsel, in connection with the syndication of the credit facilities provided for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable outof-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 (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or or, in connection with workout negotiations in which the Borrower is participating, the protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such out-of-pocket ofpocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability environmental liability related in any way to any Loan Party USANi, the Borrower or any of the their respective 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Swingline Lender or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Swingline Lender or the 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, the Collateral Agent, the Swingline Lender or the 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 Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party neither USANi nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Term Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except (i) for breach of the Indemnitee’s obligations under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faith.actual

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Agents and their respective Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one counsel for the LenderAgents (plus one local counsel in each relevant jurisdiction), outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions 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 documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent, each Agent, each Issuing Bank and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against), and hold each Indemnitee harmless fromharmless, from and against any and all losses, claims, damages, investigations, inquiries and liabilities (any of the foregoing, a “Proceeding”), whether brought or asserted by Borrower, Holdings, any creditor of any Loan Party or Subsidiary thereof or direct or indirect equityholder of Borrower or any other Person, and related documented out-of-pocket expenses, including the reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term 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) any actual or alleged presence or release Release of Hazardous Materials on on, at, under or emanating from any Mortgaged Property or any other property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any actual or alleged Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party theretothereto or such litigation, claim, investigation or proceeding is brought by a third party or by the Borrower or its Affiliates, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such losses, claims, damages, liabilities Proceeding or related expenses (x) are finally judicially determined by a non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or wilful willful misconduct of, or material breach of the Loan Documents by, such Indemnitee. In , (y) result from the presence or Release of Hazardous Materials or an Environmental Liability to the extent such presence, Release or Environmental Liability is caused by such Indemnitee or first occurs or first exists after completion of the foreclosure upon the Collateral, granting a deed-in-lieu of foreclosure with respect to the Collateral or similar transfer of title or possession of the Collateral or (z) are in connection with a proceeding that does not involve an act or omission by Borrower or any indemnified claim hereunderof its Affiliates and is brought by an Indemnitee against another Indemnitee (other than an Agent or Arranger in its capacity as such); provided further that with respect to any Proceeding, the Borrower shall only be required to pay for the documented out-of-pocket fees, expenses and disbursements of (x) one counsel and (y) one local counsel in each relevant jurisdiction for all Indemnitees taken as a whole (plus, in the case that an Indemnitee shall be entitled has an actual or perceived conflict of interest with respect to select such Proceeding and retains its own counsel therefor, the documented out-of-pocket fees, expenses and disbursements of (x) one additional counsel for such Indemnitee and (y) one local counsel in each relevant jurisdiction for such Indemnitee). For the Loan Parties avoidance of doubt, this Section 9.03(b) shall promptly pay the reasonable fees and expenses not apply to Taxes other than Taxes that represent any Proceeding arising out of, in connection with, or as a result of such counselany 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, each Agent, each Issuing Bank or the Swingline Lender under Sections 9.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, such Agent, such Issuing Bank or the Swingline Lender, 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, 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, such Agent, such Issuing Bank 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 aggregate Revolving Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection 9.03 shall be payable not later than ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable fees, charges and disbursements of counsel incurred in the course of preparing for the Transactions (including the preparation of this Agreement and any related documentation) (ii) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants for in connection with the Lenders, appraisers, for commercial finance examinations and environmental site assessments, the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (iiiii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Term Loan Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the 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 and regardless of whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court or other Governmental Authority of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (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 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 Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Company shall jointly and severally pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Lender, outside consultants for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsAdministrative Agent, the negotiationArrangers and their Affiliates, preparationin connection with the structuring, executionarrangement and syndication of the credit facilities provided for herein, delivery, performance the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Arranger, Issuing Bank or Lender, including the reasonable fees, charges and disbursements of any outside counsel and any outside consultants for the Administrative Agent or such Arranger, Issuing Bank or Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan made Loans made, the B/As accepted and purchased or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans, B/As or Letters of Credit. (b) The Loan Parties shall, jointly and severally, Company shall indemnify the Administrative Agent, each Arranger, each Issuing Bank and each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facilities provided for herein, (ii) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated herebyhereby or thereby, (iiiii) the Term Loan any 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), (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party the Company or any of the Subsidiaries, Subsidiaries 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 and regardless of whether initiated by any Indemnitee, any party hereto or a third party or whether any Indemnitee is a party thereto, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or wilful misconduct of such Indemnitee. In connection with any indemnified claim hereunder, Indemnitee or (B) the breach by such Indemnitee shall be entitled to select in bad faith of its own counsel and obligations under the Loan Parties shall promptly pay the reasonable fees and expenses of such counselDocuments. (c) To the extent that the Company fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Issuing Bank or Swingline Lender, 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 Swingline Lender, 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 such sub-agent), such Issuing Bank or such Swingline Lender in its capacity or in fulfilling its role as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any Issuing Bank or any Swingline Lender in connection with such capacity. For purposes of this paragraph, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate Revolving Credit Exposures (provided that, for purposes of this definition, the Revolving Credit Exposure of any Lender that is a Swingline Lender shall be deemed to exclude any amount of its Tranche One Swingline Exposure in excess of its Tranche One Percentage of all outstanding Tranche One Swingline Loans and any amount of its Tranche Two Swingline Exposure in excess of its Tranche Two Percentage of all outstanding Tranche Two Swingline Loans, and the unused Commitments of such Lender shall be determined without regard to any such excess amounts) and unused Commitments at the time (or most recently outstanding and in effect). (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrowers shall not assert, and each hereby waiveswaive, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet and Electronic Systems), 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsTransactions, the Term Loan any Loan, B/A or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Arranger, the Administrative Agent and their respective Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), consummated and (ii) all reasonable out-of-pocket expenses incurred by the Lenderany Lender Party, including the reasonable fees, charges and disbursements of any counsel and for any outside consultants for the Lender, for appraisers, commercial finance examinations, and environmental site assessmentsLender Party, in connection with the enforcement or protection of its rights rights, upon and during the continuance of a Default, in connection with the Loan Documents, Documents (including its rights under this Section) or the Loans, or in connection with the Term Loan made hereunderincluding, including without limitation, all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loanthe Loans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Lender, and each Related Party of the Lender Parties and their respective Related Parties (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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Financing Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any tangible property currently or formerly owned or operated by any Loan Party the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of the SubsidiariesSubsidiary, 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 and regardless of whether any Indemnitee is a party thereto, ; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee 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 such Indemnitee’s gross negligence or wilful misconduct willful misconduct; (ii) such indemnity shall not be available to any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such indemnitee and the Borrower are adverse parties to the extent that the Borrower prevails on the merits, as determined by a court of competent jurisdiction (it being understood that nothing in this Agreement shall preclude a claim or suit by the Borrower against any Indemnitee for such Indemnitee. In ’s failure to perform any of its obligations to the Borrower under the Loan Documents); (iii) the Borrower shall not, in connection with any indemnified claim hereundersuch proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, be liable for the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of more than one law firm at any one time for the Indemnitees (which law firm shall be selected (x) by mutual agreement of the Administrative Agent and the Borrower or (y) if no such counselagreement has been reached following the Administrative Agent’s good faith consultation with the Borrower with respect thereto, by the Administrative Agent in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt notice of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under this Section and (y) an opportunity to consult from time to time with such indemnitee regarding defensive measures and potential settlement; and (v) the Borrower shall not be obligated to pay the amount of any settlement entered into without its written consent (which consent shall not be unreasonably withheld). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Swingline Lender under subsection (a) or (b) of this Section (other than payment of any of the fees, charges, disbursements and other expenses incurred in connection with the syndication of the credit facilities provided for herein), each Lender severally agrees to pay to the Administrative Agent or (as to Lenders only) 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 the Administrative Agent or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of the sum of the total Exposures and unused Commitments of the Facility at the time. (d) To the extent permitted by Applicable Lawapplicable law, no Loan Party the Borrower 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 or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan DocumentsFinancing Transactions, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee . (e) All amounts due under this Section shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement be payable within ten Business Days after written demand therefor or the other Loan Documents except (i) for breach of earlier date on which the Indemnitee’s obligations under this Agreement Loans are due and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithpayable in full.

Expenses Indemnity Damage Waiver. (a) The Loan Parties Borrower shall jointly and severally pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lender Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one firm of outside counsel for the LenderAdministrative Agent and the Arrangers (and, outside consultants if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsAdministrative Agent, the negotiationArrangers and their respective Affiliates taken as a whole) in connection with the syndication of the Facility, preparation, execution, delivery, performance the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Term Loan made hereunderLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans. (b) The Loan Parties shall, jointly and severally, Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender, and each Related Party of any of the Lender foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, damages and liabilities (and related expenses, including the shall reimburse each Indemnitee upon demand for any reasonable and documented fees, charges and disbursements legal or other expenses incurred by such Indemnitee in connection with investigating or defending any of any counsel for any Indemniteethe foregoing), 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, any other Loan Document or any other agreement or instrument contemplated herebyhereby 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 contemplated by the Loan Documents or any other transactions contemplated herebyhereby or thereby, (ii) the Term any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party the Borrower or any of the Subsidiariesits subsidiaries, or any Environmental Liability related in any way to any Loan Party the Borrower or any of the Subsidiariesits 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 and regardless of whether any Indemnitee is a party thereto, thereto and regardless of whether brought by a third party or by the Borrower or any of its Affiliates and regardless of any exclusive or contributory negligence of any Indemnitee; provided that such (i) the foregoing indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to arise out of the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee or the material breach by such Indemnitee of the express terms of the Loan Documents or (y) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee. In , provided that this clause (y) shall not limit the Borrower’s obligation to indemnify and hold harmless the Administrative Agent, any Arranger or any other titled person, in each case, in its capacity or in fulfilling its role as such; (ii) the Borrower shall not, in connection with any indemnified claim hereundersuch proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Indemnitees as a whole); provided that in the case of a conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict, the Indemnitee Borrower shall be entitled to select its own counsel and the Loan Parties shall promptly pay responsible for the reasonable fees and expenses of one additional firm of counsel (and, if necessary, one additional firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable) for each such counselaffected Indemnitee (or the affected Indemnitees that are similarly situated); (iii) each Indemnitee shall consult with the Borrower from time to time at the request of the Borrower regarding the conduct of the defense in any such proceeding (other than in respect of proceedings in which the Borrower or any of its Affiliates is a party adverse to such Indemnitee); and (iv) the Borrower shall not be obligated to pay an amount of any settlement entered into without its consent (which shall not be unreasonably withheld), except if such settlement shall have been entered into more than 90 days after receipt by the Borrower of a request by an Indemnitee for reimbursement of its legal or other expenses incurred in connection with such proceeding and the Borrower shall not have either (x) reimbursed such Indemnitee therefor in accordance with, and to the extent required by, this paragraph prior to the date of such settlement or (y) provided written notice to such Indemnitee that it disputes such Indemnitee’s claim for indemnification under this paragraph with respect to such proceeding. 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 (or any sub-agent thereof) or any Related Party of any of the foregoing 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 (or any sub-agent thereof) or such Related Party, 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 any such sub-agent) 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) in connection with such capacity. (d) To the extent permitted by Applicable Lawapplicable law and without limiting in any way the Borrower’s or any other Loan Party’s reimbursement or indemnification obligations set forth in paragraph (a) or (b) of this Section or in any other Loan Document, no Loan Party party hereto shall assert, or permit any of its Affiliates or Related Parties to assert, and each party hereto hereby waives, any claim against each other such Person (and, in the case of the Borrower, 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 or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the transactions contemplated by the Loan Documentshereby, the Term any Loan or the use of the proceeds thereof. The Loan Parties further agree that no No Indemnitee shall have be liable for any liability to damages arising from the Loan Parties, any Person asserting claims use by or on behalf unintended recipients of any Loan Party information or any other Person materials distributed by it through electronic, telecommunications or other information transmission systems in connection with this Agreement or the other Loan Documents except or the transactions contemplated hereby or thereby. (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower and the other Loan Parties shall Parties, jointly and severally severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the LenderAdministrative Agent, outside consultants in connection with the syndication of the credit facilities provided for the Lenders, appraisers, for commercial finance examinations and environmental site assessmentsherein, the negotiation, preparation, execution, delivery, performance preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (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, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel and any outside consultants for the Administrative Agent, any Issuing Bank or any Lender, for appraisers, commercial finance examinations, and environmental site assessments, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Term Loan Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term LoanLoans or Letters of Credit. (b) The Loan Parties shallParent Borrower and the other Account Parties, jointly and severally, shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the Lender 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 reasonable and documented 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents Transactions or any other transactions contemplated hereby, (ii) the Term any Loan or Letter of Credit or the use of the proceeds therefrom, therefrom (iii) including any actual or alleged presence or release refusal by an Issuing Bank to honor a demand for payment under a Letter of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any such Letter of the SubsidiariesCredit), or (iviii) 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, ; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted (x) arise in connection with any judgment rendered by a court of competent jurisdiction in favor of any Borrower or Account Party against such Indemnitee, (y) result from the gross negligence or wilful misconduct of such Indemnitee. In connection with Indemnitee or (z) result from any indemnified claim hereunder, dispute among the Indemnitee shall be entitled to select its own counsel Lenders and the Administrative Agent, or any of them, other than disputes resulting from the fault of any Loan Parties shall promptly pay the reasonable fees and expenses of such counselParty. (c) To the extent that the Parent Borrower or any other Account Party fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the applicable Issuing Bank or the applicable 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, the applicable Issuing Bank or the applicable Swingline Lender in its capacity as such. (d) To the extent permitted by Applicable Lawapplicable law, no Loan neither Holdings, any Borrower nor any Account Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Transactions, any Loan Documents, the Term Loan or Letter of Credit or the use of the proceeds thereof. The Loan Parties further agree that no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this Agreement or the other Loan Documents except . (ie) for breach of the Indemnitee’s obligations All amounts due under this Agreement and the other Loan Documents, or (ii) the Indemnitee’s gross negligence, willful misconduct or bad faithSection shall be payable not later than 30 days after written demand therefor.