Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 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 any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan Document, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought by reference to the aggregate outstanding Revolving Commitments (or, if such Revolving Commitments have terminated, aggregate Revolving Credit Exposure)) 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 the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with this Agreement and the Senior Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, and in the administration of and actions relating to any Collateral, including actions taken to perfect or maintain priority of the Administrative Agent’s Lien on any Collateral, to maintain any insurance or to verify Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or paragraph (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share 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 such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 five (5) Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable out-of-and documented out of pocket expenses incurred by the Agents Administrative Agent and their Affiliatesits Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp and to the extent reasonably determined by the Administrative Agent to be necessary one local counsel in each applicable jurisdiction, in each case for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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-and documented or invoiced out of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by any the Administrative Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for any the Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction and, in the case of a conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and Bank, each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesreasonable and documented out of pocket fees and expenses of one counsel and one local counsel in each applicable jurisdiction (and, including in the feescase of a conflict of interest, charges and disbursements of any one additional counsel) for all Indemnitees (which may include a single special counsel for any Indemniteeacting in multiple jurisdictions), incurred by or asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Parent Borrower or any of the SubsidiariesRestricted Subsidiary, or any other Environmental Liability related in any way to Holdings, the Parent Borrower or any of the SubsidiariesRestricted Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by Holdings or any Subsidiary 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 (i) are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such IndemniteeIndemnitee or its Related Parties or (ii) any dispute between and among indemnified persons that does not involve an act or omission by Holdings, the Parent Borrower or any Restricted Subsidiaries except that each Agent and Joint Lead Arrangers shall be indemnified in their capacities as such. (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Swingline Lender or any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, and without limiting the Parent Borrower’s obligation to do so, each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank Swingline Lender or such LenderIssuing 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 the Administrative Agent, such Swingline Lender or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of aggregate Revolving (a) (which shall apply mutatis mutandis to the total Revolving Exposures, outstanding Term Loans and unused Commitments at the timeLenders’ obligations under this paragraph (c)). (d) To the fullest extent permitted by applicable law, none of Holdings or the Parent 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), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or wilful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable out-of-and documented out of pocket expenses incurred by the Agents Administrative Agent and their Affiliatesits Affiliates (without duplication), including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction, in each case for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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-and documented or invoiced out of pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented or invoiced out-of-pocket expenses incurred by any the Administrative Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for any the Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in each applicable jurisdiction and, in the case of a conflict of interest, one additional counsel per affected party. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and Bank, each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesreasonable and documented out of pocket fees and expenses of one counsel and one local counsel in each applicable jurisdiction (and, including in the feescase of a conflict of interest, charges and disbursements of any one additional counsel) for all Indemnitees (which may include a single special counsel for any Indemniteeacting in multiple jurisdictions), incurred by or asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Parent Borrower or any of the SubsidiariesRestricted Subsidiary, or any other Environmental Liability related in any way to Holdings, the Parent Borrower or any of the SubsidiariesRestricted Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by Holdings or any Subsidiary 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 (i) are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such IndemniteeIndemnitee or its Related Parties or (ii) any dispute between and among indemnified persons that does not involve an act or omission by Holdings, the Parent Borrower or any Restricted Subsidiaries except that each Agent and Joint Lead Arrangers shall be indemnified in their capacities as such. (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Swingline Lender or any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, and without limiting the Parent Borrower’s obligation to do so, each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank Swingline Lender or such LenderIssuing 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 the Administrative Agent, such Swingline Lender or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at the time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the fullest extent permitted by applicable law, none of Holdings or the Parent 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), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower Parent shall pay (i) all reasonable out-of-pocket costs and expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior each Loan Documents Document 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 costs and expenses incurred by any 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 costs and expenses incurred by any Agent, any Issuing Bank or any LenderCredit Party, including the reasonable fees, charges and disbursements of any counsel for any Agent, Credit Party and any Issuing Bank or any Lenderexpert witness fees, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Each of the Borrowers to the extent of its Proportionate Share and the Parent shall indemnify each Agentthe Administrative Agent (and any sub-agent thereof), each Issuing Bank and each Lender, Credit Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party, the Parent, any 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 Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (thereof including any refusal by an of 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 Property owned or operated by the Borrower Parent or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower Parent or any of the Subsidiaries, 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that any Borrower or the Borrower Parent for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent (or any Agentsub-agent thereof), any the Issuing Bank or any the Swing Line Lender under paragraph (aSection 11.3(a) or (b) ), or any Related Party of this Sectionany of the foregoing, each Lender severally agrees to pay to such Agentthe Administrative Agent (or any sub-agent), such the Issuing Bank Bank, the Swing Line Lender or such LenderRelated Party, as applicable, an amount equal to its Core Currency Commitment Percentage of such unpaid amount (or, if the Core Currency Commitments have been reduced to $0 or no longer exist, the percentage thereof obtained by dividing the Credit Exposure of such Lender by the Aggregate Credit Exposure (in each case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, in the event that no Lender shall have any Credit Exposure at such time, as of such unpaid amount; the last time at which any Lender had a Credit Exposure), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may beapplicable, was incurred by or asserted against such Agentthe Administrative Agent (or any sub-agent), such the Issuing Bank or such Lender the Swing Line Lender, as applicable, in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share or against any Related Party of any of the sum foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or the Swing Line Lender in connection with such capacity. The obligations of the total Revolving Exposures, outstanding Term Loans and unused Commitments at Lenders under this paragraph (c) are subject to the timeprovisions of Section 2.6(c). (d) To the fullest extent permitted by applicable law, neither the Parent nor any other Borrower shall not assert, and each of them hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or and actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any agreement, instrument or other agreement or instrument document contemplated hereby or thereby, the Transactions, Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the Transactions. (e) All amounts due under this Section shall be payable not promptly but in no event later than 10 Business Days ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 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 any Agent, any Issuing Bank the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of CreditLoans. (b) The Borrower Company shall indemnify each Agent, each Issuing Bank the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution use or delivery of any Senior Loan Document, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the proposed use of the proceeds therefrom (including of 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 the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the SubsidiariesLoan, or (ivii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereto, 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 willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or the Administrative Agent such Lender, as the case may be, such Lender’s pro rata share '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 such the Administrative Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Senior other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such the Issuing Bank or such the Swingline Lender in its their 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 law, the Borrower no party hereto shall not assert, and each such party hereby waives, 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, any other Senior Loan Document Document, or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable documented out-of-pocket fees, charges and disbursements of one primary counsel and one local counsel in each applicable foreign jurisdiction for the AgentsAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the Senior 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 the Issuing Bank Banks 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 any the Administrative Agent, any Issuing Bank or any Lender, including the reasonable documented out-of-pocket fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Company shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower Company or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 or not such claim, litigation, investigation or proceeding is brought by the Company 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 to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, (i) each Lender severally agrees to pay to such Agent, the Administrative Agent and (ii) each Revolving Lender severally agrees to pay to such Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (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 such the Administrative Agent, such Issuing Bank or such 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 law, neither the Company nor any other Borrower shall not assert, and the Company and each other Borrower 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), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days thirty (30) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 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 any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan Document, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “'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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the initial syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any Issuing Bank the XX Xxxxx, including the reasonable fees, charges and disbursements of counsel for each LC Bank, in connection with the issuanceexecution, amendmentdelivery, renewal or extension administration, modification and amendment of any Letter Letters of Credit or any demand for payment thereunder to be issued by it hereunder, and (iii) all reasonable out-of-pocket expenses incurred by any the Administrative Agent, any Issuing LC Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing LC Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or and Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) The Borrower shall indemnify each the Administrative Agent, the Syndication Agent, each Issuing Co-Documentation Agent, each LC Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related reasonable expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions transaction contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently now, in the past or formerly hereafter owned or operated by the Borrower Borrower, any Guarantor or any of the their respective other Subsidiaries, or any Environmental Liability related in any way to the Borrower Borrower, any Guarantor or any of the their respective other 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, any Guarantor or any of their respective 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 willful misconduct of such Indemnitee. This Section 11.03(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, any Issuing Bank the Administrative Agent or any Lender LC Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank the Administrative Agent or such Lender, as the case may be, LC Bank such Lender’s pro rata share 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 such Agent, such Issuing Bank the Administrative Agent or such Lender LC 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 law, (i) the Borrower shall not assert, and does hereby waive, any claim against any Indemnitee 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 (ii) without limiting the rights of indemnification of any Indemnitee set forth in this Agreement with respect to liabilities asserted by third parties, each party hereto shall not assert, and hereby waives, any claim against any Indemniteeeach other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, Transactions or any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days 20 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any each Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior this Agreement or any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters any Letter of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters any Letter of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or each Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Bank to honor a demand for payment under a any Letter of Credit issued by it 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this SectionSection (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, the Borrower shall not assertTHE BORROWER SHALL NOT ASSERT, and hereby waivesAND HEREBY WAIVES, any claim against any IndemniteeANY CLAIM AGAINST ANY INDEMNITEE, on any theory of liabilityON ANY THEORY OF LIABILITY, for specialFOR SPECIAL, indirectINDIRECT, consequential or punitive damages CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to direct or actual damagesAS OPPOSED TO DIRECT OR ACTUAL DAMAGES) arising out ofARISING OUT OF, in connection withIN CONNECTION WITH, or as a result ofOR AS A RESULT OF, this AgreementTHIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, any other Senior Loan Document or any other agreement or instrument contemplated hereby or therebyTHE TRANSACTIONS, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereofTHE LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF. (e) All amounts due under this Section shall be payable not later than 10 5 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such IndemniteeIndemnitee as determined by a court of law 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 any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share '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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Administrative Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any Agentthe Agents, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agentthe Agents, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or after a Default in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderhereunder after a Default, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Administrative Borrower shall indemnify each Agentthe Agents, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Administrative Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the Administrative 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 regardless of whether commenced by any Borrower or any Related Party of any Borrower or by a third 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith breach of contract or willful misconduct of such IndemniteeIndemnitee or (y) result from claims by one Lender against another Lender which do not involve an act or omission of any Borrower or any Related Party of any Borrower. This Section 10.3(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 Administrative Borrower fails to pay any amount required to be paid by it to any Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such Agent, such the Issuing Bank or such 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 law, the Administrative Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Each Borrower shall agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Agents each Agent and their its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Agentseach Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any each Issuing Bank in connection with the issuance, amendment, extension or 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, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Each Borrower shall agrees to indemnify each Agent, each Issuing Bank Lender and each LenderIssuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the any Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its Subsidiaries, other than losses, claims, damages, liabilities and related costs and expenses arising from a release of Hazardous Materials or Environmental Liability (except releases of Hazardous Materials or Environmental Liabilities actually caused by any Borrower or any of its Subsidiaries or any of their respective tenants, contractors or agents) to the Subsidiariesextent (and only to the extent) first occurring and first existing after title to the relevant real property or facility is vested in any Agent or Lender or other party after the completion of foreclosure proceedings or the granting of a deed-in-lieu of foreclosure or similar transfer of title, 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, bad faith or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender Agent under paragraph (a) or (b) of this SectionSection (but without affecting such Borrower’s obligations thereunder), each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, applicable 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, such Issuing Bank or such Lender Agent in its capacity as such. For purposes hereofof the immediately preceding sentence, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans Exposures and unused Revolving Commitments at the time. To the extent that the Borrower fails to pay any amount required to be paid by it to any Issuing Bank under paragraph (a) or (b) of this Section (but without affecting the Borrower’s obligations thereunder), each Revolving Lender severally agrees to pay to the applicable Issuing Bank such Revolving 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 Issuing Bank in its capacity as such. For purposes of the immediately preceding sentence, a Revolving 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. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). If any action, suit or proceeding arising from any of the foregoing is brought against any Lender, any Agent, any Issuing Bank or other Person indemnified or intended to be indemnified pursuant to this Section 9.03, the Borrowers, to the extent and in the manner directed by such indemnified party, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Borrowers (which counsel shall be satisfactory to such Lender, such Agent, such Issuing Bank or other Person indemnified or intended to be indemnified). If the Borrowers shall fail to do any act or thing which they have covenanted to do hereunder or any representation or warranty on the part of the Borrowers contained in this Agreement shall be breached, any Lender, any Issuing Bank or any Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Lender, any Issuing Bank or any Agent shall be repayable to it by the Borrowers immediately upon such Person’s demand therefor. (d) To the extent permitted by applicable law, the no 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such an Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought by reference to the aggregate Commitments (or, if such Commitments have terminated, aggregate Revolving Credit Exposure)) 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 the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of external counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 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 any the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any external counsel for any the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or the rights of the Lenders in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Company shall indemnify each the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any external 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 Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Company or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 negligence, wilful misconduct or willful misconduct manifest bad faith of such IndemniteeIndemnitee or for the breach by such Indemnitee of any of its agreements set forth herein or in any other Loan Document. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any the Administrative Agent, the Collateral Agent or any Issuing Bank (or any Lender their Related Parties) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, the Collateral Agent or such Issuing Bank (or such Lendertheir Related Parties), as the case may be, such Lender’s '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 the Administrative Agent, the Collateral Agent or such Issuing Bank or such Lender in its capacity as suchsuch (or against the Related Parties of such person). For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by applicable law, the Borrower Company shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of counsel to the Agents, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Agents shall deem appropriate, (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank Lender or Foreign Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Foreign Credit Instrument or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Agent, any Issuing Bank Agent or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank Agent or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit or Foreign Credit Instruments issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of CreditCredit or Foreign Credit Instruments. (b) The Parent Borrower shall indemnify each Agent, each Issuing Bank Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (“Losses”), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery execution, delivery, enforcement, performance and administration of any Senior Loan DocumentDocument or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Loan, Letter of Credit or Foreign Credit Instrument or the use of the proceeds therefrom (including any refusal by an Issuing Bank Lender or Foreign Issuing Lender to honor a demand for payment under a Letter of Credit or Foreign Credit Instrument if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of CreditCredit or Foreign Credit Instrument, as applicable), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Parent Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee. (c) To the extent that the Parent Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank Lender, any Foreign Issuing Lender or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the applicable Agent, such Issuing Bank Lender, Foreign Issuing Lender or such the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank Lender, such Foreign Issuing Lender or such 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; provided that (i) in the case of amounts owing to any Issuing Lender or the Swingline Lender, in each case in its capacity as such, a Lender’s “pro rata share” shall be determined based solely upon its share of the sum of Domestic Revolving Exposures, unused Domestic Revolving Commitments, Global Revolving Exposures and unused Global Revolving Commitments at the time and (ii) in the case of amounts owing to any Foreign Issuing Lender, in its capacity as such, a Lender’s “pro rata share” shall be determined based solely upon its share of the sum of the unused Foreign Credit Commitments at the time. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Loan, Letter of Credit or Foreign Credit Instrument or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days 15 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section shall be sent to Attention of Treasurer and Chief Financial Officer (Telephone No. 000-000-0000) (Telecopy No. 704-752-7487), at the address of the Parent Borrower set forth in Section 9.1, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such IndemniteeIndemnitee as determined by a court of law 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 any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share '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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any waivers, workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such IndemniteeIndemnitee as determined by a court of law in a final non-appealable judgment, or the failure of the Indemnitee to make advances pursuant to its Commitment in breach of its obligations hereunder. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 's Revolving Loan 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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel for the AgentsAdministrative Agent and one additional local counsel in each applicable jurisdiction, in connection with the syndication of the credit facilities provided for herein, the distribution (including, without limitation, via the internet or through a service such as Intralinks), the preparation and administration of this Agreement and the Senior 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 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 out-of-pocket expenses incurred by any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent and one additional counsel for any Agent, any Issuing Bank all of the Lenders and additional counsel as the Administrative Agent or any LenderLender or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights under or in connection with the Senior this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Company shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower Company or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 willful misconduct of (or breach of its express obligations under the applicable Loan Documents by) such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that are permitted under relevant applicable law as losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such any Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (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 such the Administrative Agent, such any Issuing Bank or such 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 law, the no Borrower shall not assert, and each Borrower 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) other than damages resulting from the gross negligence or willful misconduct of such Indemnitee, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days fifteen (15) days after written demand (together with reasonably detailed invoices) therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agentseach Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the Senior 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 reasonable out-of-pocket expenses incurred by any Agentthe Agents, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any either Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Company shall indemnify each Agentthe Agents, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any Senior Loan Documentagreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower Company or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 of 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 willful misconduct of such Indemnitee or from the material breach of such Indemnitee’s obligations under the Loan Documents pursuant to a claim initiated by the Company. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any Agentthe Agents, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the relevant Agent, such any Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (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 such the relevant Agent, such any Issuing Bank or such 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 law, the no Borrower shall not 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, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Borrowers shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or the enforcement of any obligations hereunder or under any of the other Loan Documents, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the any Borrower or any of the their Subsidiaries, or any Environmental Liability related in any way to the any Borrower or any of the their 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 willful misconduct of such IndemniteeIndemnitee (or any of its Related Parties), BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon (without duplication) its share of the sum of the total Revolving Exposures, outstanding Term Loans Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by applicable law, the neither any Borrower nor any of their Subsidiaries shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 three Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 have] resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share '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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 three (3) Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Bank to honor a demand for payment under a Letter of Credit issued by it 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 the Borrower or any of the Subsidiariesits subsidiaries, or any Environmental Liability related in any way to 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; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share 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 such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 5 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Documentation Manager and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, Documentation Manager in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Credit 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 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 any Agentthe Documentation Manager, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agentthe Documentation Manager, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsany Credit Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) The Borrower shall indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentCredit Documents or any agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agentthe Documentation Manager, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agentthe Documentation Manager, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share '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 such Agentthe Documentation Manager, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Administrative Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions contemplated NYDOCS/1287812.1 hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 any Agentthe Agents, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agentthe Agents, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or after a Default in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderhereunder after a Default, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Administrative Borrower shall indemnify each Agentthe Agents, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Administrative Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the Administrative 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 willful misconduct of such Indemnitee. (c) To the extent that the Administrative Borrower fails to pay any amount required to be paid by it to any Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such Agent, such the Issuing Bank or such 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 law, the Administrative Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, Agreement or NYDOCS/1287812.1 any other Senior Loan Document or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Senior 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 any 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 any Agentthe Agents, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agentthe Agents, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Company shall indemnify each Agentthe Agents, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution syndication of the credit facilities provided for herein, the preparation, execution, delivery or delivery administration of the Loan Documents or any Senior Loan Documentagreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents thereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 or operated by the Borrower Company or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of the Subsidiaries, 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 regardless of whether such matter is initiated by a third party or by the Company or any Affiliate thereof; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Issuing Bank or such 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 aggregate amount of the total Revolving Exposures, outstanding Term Loans Exposures and unused Commitments at the time (or, if there shall be no Revolving Exposures or unused Commitments, based upon its share of the unused Commitments most recently in effect at the time). (d) To the extent permitted by applicable law, the Borrower Company shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, with or as a result of, of this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or any Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated herebyTransactions, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any an Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyCredit Document, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days 15 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Each Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents Administrative Agent, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of a single counsel for the AgentsArrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the Senior 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 and documented out-of-pocket expenses incurred by any the relevant 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 any the Administrative Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of a single counsel for any Agent(and, any Issuing Bank or any Lenderif necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Each Borrower shall indemnify each the Administrative Agent, the Arrangers, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of any a single counsel for any Indemniteethe Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower Company or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 bad faith, gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its officers, directors, employees, Affiliates, agents or controlling Persons. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any an Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the relevant Issuing Bank or such 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 the Administrative Agent, such Issuing Bank or such 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 law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or paragraph (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share 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 such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 five (5) Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this SectionSection 9.03, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, each Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against), and hold each Indemnitee harmless fromharmless, from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 on, at, under or emanating from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any actual or alleged Environmental Liability related in any way to 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; thereto 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 such losses, claims, damages, liabilities or related expenses (y) are finally judicially determined by a non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of, or breach of the Loan Documents by, such IndemniteeIndemnitee or (z) 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. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any each Agent, the Issuing Bank or any the Swingline Lender under paragraph (aSections 9.03(a) or (b) of this Section), each Lender severally agrees to pay to the Administrative Agent, such Agent, such the Issuing Bank or such the Swingline Lender, as the case may beapplicable, 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 beapplicable, was incurred by or asserted against such the Administrative Agent, such the Issuing Bank or such 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 aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, neither Holdings nor 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section 9.03 shall be payable not later than 10 ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank Bank, the Alternate Currency Fronting Lender or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank Bank, the Alternate Currency Fronting Lender or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such the Issuing Bank Bank, the Alternate Currency Fronting Lender or such 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 law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank Bank, each Lender and each LenderArranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an any Issuing Bank to honor a demand for payment under a Letter of Credit issued by it 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Administrative Agent or any Issuing Bank or any Lender under paragraph (a) or (b) of this SectionSection (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to such Agent, the Administrative Agent or such Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share 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 such Agent, the Administrative Agent or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 5 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Administrative Agent or any Issuing Bank or any Lender under paragraph paragraphs (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank the Administrative Agent or such Lenderthe 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, the Administrative Agent or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon (without duplication) its share of the sum of the total Revolving Exposures, outstanding Term Loans Exposures and unused Commitments at the time. (d) To the extent permitted by applicable law, neither the Borrower nor any other Loan 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 three Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Agents Administrative Agent and their Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent and the Lenders, in connection with the syndication of the credit facilities provided for herein, the preparation negotiation and administration of the Senior Loan Documents this Agreement 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 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 invoiced to and incurred by any Agent, any Issuing Bank or the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lenderthe Administrative Agent and the Lenders, in connection with the enforcement or protection of its their rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) The Borrower shall Parent agrees to the fullest extent permitted by law, to indemnify and hold harmless each AgentMandated Lead Arranger, each Issuing Bank the Administrative Agent and each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an the “IndemniteeIndemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs, penalties, fees and related expenses, expenses (including the fees, charges reasonable fees and disbursements of counsel) of any counsel kind or nature whatsoever for which any Indemnitee, of them may become liable or which may be incurred by or asserted against any Indemnitee of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by one Lender (or its successors or assignees) against another Lender) arising out of, related to or in connection withwith or by reason of (including, without limitation, in connection with any investigation, litigation or as proceeding or preparation of a result of defense in connection therewith) (i) the execution or delivery of any Senior Loan Document, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions Document or any other transactions contemplated herebydocument or instrument delivered in connection herewith, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated violation by the Borrower or any Subsidiary of the Subsidiaries, Borrower of any Environmental Law or any Environmental Liability related in any way to other law, rule, regulation or order, (iii) the Borrower actual or any proposed use of the Subsidiariesproceeds of any Loan, or (iv) any actual transaction in which any proceeds of any Loan are applied (EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE HAS BEEN DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE SOLELY RESULTED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 11.04(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. In the case of an investigation, litigation or prospective claimother proceeding to which the indemnity in this Section 11.04(b) applies, litigationsuch indemnity shall be effective whether or not such investigation, investigation litigation or proceeding relating to is brought by any of the foregoingLoan Party, whether based on contractits directors, tort shareholders or creditors, any Indemnified Party or any other theory and regardless of Person, whether or not any Indemnitee Indemnified Party is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to thereto and whether or not the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeTransaction is consummated. (c) To the extent that the Borrower any Loan Party fails to pay any amount required to be paid by it to any Agent, any Issuing Bank the Administrative Agent or any Lender Mandated Lead Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, Person such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and determined without giving effect to the Applicable Percentage of any applicable Defaulting Lender) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender Person in its respective 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 fullest extent permitted by applicable law, the Borrower no Loan Party shall not assert, and hereby waives, any claim against any IndemniteeIndemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 3 Business Days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Agents Administrative Agent and their Affiliatesthe Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the AgentsAdministrative Agent and the Lenders, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 documented out-of-pocket expenses invoiced to and 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 any Agent, any Issuing Bank or Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lenderthe Administrative Agent and the Lenders, in connection with the enforcement or protection of its their rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and (iii) fees of the Administrative Agent in connection with the administration of the Loan Documents to the extent that Time Warner Inc. or Letters one of Creditits Affiliates is not the Administrative Agent hereunder. (b) The Borrower shall agrees, to the fullest extent permitted by law, to indemnify each Agent, each Issuing Bank and hold harmless the Administrative Agent and each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an the “IndemniteeIndemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs, penalties, fees and related expenses, expenses (including the fees, charges reasonable fees and disbursements of counsel) of any counsel kind or nature whatsoever for which any Indemnitee, of them may become liable or which may be incurred by or asserted against any Indemnitee of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by the Administrative Agent or a Lender (or their respective successors or assignees) against the Administrative Agent or any other Lender (or their respective successors or assignees), as applicable) arising out of, related to or in connection withwith or by reason of (including, without limitation, in connection with any investigation, litigation or as proceeding or preparation of a result of defense in connection therewith) (i) the execution or delivery of any Senior Loan DocumentDocument or any other document or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents Parties of their respective obligations thereunder thereunder, or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated violation by the Borrower or any Subsidiary of the Subsidiaries, Borrower of any Environmental Law or any Environmental Liability related in any way to other law, rule, regulation or order, (iii) the Borrower actual or any proposed use of the Subsidiariesproceeds of any Loan, or (iv) any actual transaction in which any proceeds of any Loan are applied (EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE HAS BEEN DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE SOLELY RESULTED BY REASON OF THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 8.03(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. In the case of an investigation, litigation or prospective claimother proceeding to which the indemnity in this Section 8.03(b) applies, litigationsuch indemnity shall be effective whether or not such investigation, investigation litigation or proceeding relating to is brought by any of the foregoingLoan Party, whether based on contractits directors, tort shareholders or creditors, any Indemnified Party or any other theory and regardless of Person, whether or not any Indemnitee Indemnified Party is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to thereto and whether or not the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeTransaction is consummated. (c) To the extent that the Borrower any Loan Party fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender the Administrative Agent under paragraph paragraphs (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, Administrative Agent such Lender’s pro rata share (computed on the Credit Exposure of such Lender to the Credit Exposure of all Lenders 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 liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender Person in its respective 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 fullest extent permitted by applicable law, the Borrower no Loan Party shall not assert, and each Loan Party hereby waives, any claim against any IndemniteeIndemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 three (3) Business Days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the AgentsAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the Senior 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 and documented out-of-pocket expenses incurred by any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and 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 Senior Loan DocumentDocument or any agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 (i) the gross negligence or willful misconduct of such IndemniteeIndemnitee or (ii) a material breach in bad faith by such Indemnitee of its express contractual obligations under the Loan Documents pursuant to a claim made by the Borrower. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or the Swingline Lender, and each Related Party of any Lender of the foregoing Persons, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agentthe Administrative Agent and its Related Parties, such and each Revolving Lender severally agrees to pay to the Issuing Bank and its Related Parties or such Lenderthe Swingline Lender and its Related Parties, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and after giving effect to the reallocation provisions of Sections 2.05(c) and 2.06(d)) of such unpaid amountamount (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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and 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, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Collateral Agent, the Issuing Bank Bank, the Alternate Currency Fronting Lender or any the Swingline Lender under paragraph (a) or (b) of this SectionSection (and without limiting its obligation to do so), each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank Bank, the Alternate Currency Fronting Lender or such the Swingline Lender, as the case may be, such Lender’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought by reference to the aggregate outstanding Term Loans and unused Term Commitments (or, if such Term Commitments have terminated, aggregate outstanding Term Loans) and Revolving Commitments (or, if such Revolving Commitments have terminated, aggregate Revolving Credit Exposure)) 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 the Administrative Agent, such the Issuing Bank Bank, the Alternate Currency Fronting Lender or such 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 law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, Administrative Agent in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 Borrower shall be responsible for the payment of the reasonable fees, charges and disbursements of only a single primary legal counsel and, if applicable, appropriate local, regulatory or other special counsel, for the Administrative Agent, (ii) all reasonable reasonable, documented out-of-pocket expenses incurred by any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or any Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability Claim related in any way to 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 the Borrower or a third 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 are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, (y) a claim brought by the Borrower against an Indemnitee for breach of such Indemnitee’s obligations under any Credit Document, so long as the Borrower is the prevailing party in such claim, or (z) except with respect to JPMorgan Chase Bank, N.A. in its individual capacity or as Administrative Agent, claims brought by an Indemnitee solely against another Indemnitee and not involving a direct act or omission of Borrower. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor.is

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Joint Lead Arrangers and Joint Bookrunners, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed un-reimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed un-reimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) Each Loan Party shall defend and indemnify the Administrative Agent and each Lender and hold them harmless from and against all loss, liability, damage, expense, claims, costs, fines, penalties, assessments (including interest on any of the foregoing) and reasonable attorneys’ fees, suffered or incurred by the Administrative Agent or any Lender which arise, result from or in any way relate to a breach or violation by any Loan Party of any applicable Environmental Laws, either prior to or subsequent to the date hereof, including the assertion or imposition of any Lien on any Loan Party’s assets, or which relate to or arise out of any Environmental Liability. Each Loan Party’s obligations hereunder shall survive the termination of this Agreement and the repayment of the Loans. (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (ef) All amounts due under this Section shall be payable not later than 10 Business Days ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents Administrative Agent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as a Joint Lead Arranger, and their Affiliates, respective Affiliates (including the reasonable and documented fees, charges and disbursements of one primary counsel for to the Agents, Administrative Agent) in connection with the preparation, due diligence, administration, syndication and distribution (including via an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the Senior 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 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 any Agent, any Issuing Bank the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior this Agreement and any other Loan DocumentsDocument, including its rights under this Section, or in connection with the 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 Loans or Letters of CreditLoans. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and the Joint Lead Arrangers, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges any reasonable and disbursements documented legal expenses of any one firm of counsel for any Indemniteeall Indemnitees, taken as a whole, and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction and one firm of regulatory counsel in each appropriate jurisdiction, in each case for the Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest (as reasonably determined by an indemnified party), one additional firm of counsel in each relevant jurisdiction for the affected Indemnitees similarly situated, taken as a whole, 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 Senior Loan DocumentDocument or any agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries, 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 willful misconduct of such Indemnitee, (y) any material breach of the express obligations of such Indemnitee under the Loan Documents pursuant to a claim initiated by the Borrower or any Subsidiary Guarantor or (z) any dispute solely between or among Indemnitees (not arising as a result of any act or omission by the Borrower or any of its Subsidiaries or Affiliates), other than claims against any Lender in its capacity as, or in fulfilling its role as, the Administrative Agent, Joint Lead Arranger or any similar role under the Loan Documents. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank the Administrative Agent or any Lender Lender, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, Administrative Agent such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (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 such Agent, such Issuing Bank the Administrative Agent or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) No Indemnitee shall be liable 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 to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnitee (as determined by a court of competent jurisdiction in a final, non-appealable judgment). (e) To the extent permitted by applicable lawRequirements of Law, the Borrower no party hereto shall not assert, or permit any of its Affiliates or Related Parties to assert, and each party hereto hereby waives, any claim against any Indemnitee, each such other Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this paragraph (d) shall limit the indemnification obligations of the Borrower set forth in paragraph (b) of this Section 9.03, including the Borrower’s obligation to indemnify each Indemnitee for special, indirect, consequential or punitive damages incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of the matters described in clauses (i), (ii) and (iii) of such paragraph (b). (ef) All amounts due under this Section shall be payable not later than 10 Business Days fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any the Issuing Bank 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 the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank Bank, each Lender and each LenderPerson named as a Joint Bookrunner and Joint Lead Arranger on the cover page hereof, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the SubsidiariesSubsidiary, or any Environmental Liability related in any way to the Borrower or any of the SubsidiariesSubsidiary, 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 its equity holders, Affiliates, creditors or any other 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 to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes, other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Administrative Agent or any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, the Administrative Agent or such Issuing Bank or such LenderBank, 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 soughtsought based on each Lender’s share of the outstanding Term Loans and total Revolving Credit Exposures at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); 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, the Administrative Agent or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED HEREUNDER SHALL BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS AND DAMAGES ARISING OUT OF OR RESULTING FROM THE ORDINARY, SOLE AND CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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-out of-pocket expenses incurred by any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (ba) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 negligence, bad faith or willful misconduct of, or a breach of the Loan Documents by, such Indemnitee, BUT THE PRESENCE OF ORDINARY NEGLIGENCE SHALL NOT AFFECT THE AVAILABILITY OF SUCH INDEMNITY. (cb) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Administrative Agent or the Issuing Bank or any the Swingline Lender under paragraph paragraphs (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon (without duplication) its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (dc) To the extent permitted by applicable law, neither the Borrower nor any other Loan 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 three Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, Agent in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of the Senior 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 any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all out-of-pocket expenses incurred by any the Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, against and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Financing Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by applicable law, the Borrower and Topps Enterprises shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Financing Transactions, any Loan or Letter of Credit Credit, or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Holdings or the Borrower shall pay pay, if the Effective Date occurs, (i) all reasonable out-of-and documented or invoiced out of pocket expenses incurred by the Agents Administrative Agent and their Affiliatesits Affiliates (without duplication), including the reasonable fees, charges and disbursements of Mxxxx & Vxx Xxxxx PLLC (for services rendered through April 30, 2019) and King & Spalding LLP (for services rendered beginning April 1, 2019) and to the extent necessary, a single firm of local counsel to the Administrative Agent in each relevant material jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent, in each case for the AgentsAdministrative Agent, and to the extent retained with Holdings’ consent, consultants, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 and documented or invoiced 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 any Administrative Agent, any each Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for any the Administrative Agent, any the Issuing Bank or any LenderBanks and the Lenders, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that such counsel shall be limited to one lead counsel and one local counsel in each relevant material jurisdiction and, in the case of a conflict of interest, one additional counsel for all affected parties, taken as a whole. (b) The Holdings and the Borrower shall indemnify each Agent, each Issuing Bank and Bank, each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges reasonable and disbursements documented or invoiced out-of-pocket fees and expenses of any one counsel for any Indemniteeall Indemnitees, taken as a whole, and, if reasonably necessary, a single firm of local counsel in each relevant material jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of a conflict of interest, where the Indemnitee affected by such conflict notifies Holdings of the existence of such conflict and thereafter retains its own counsel, one additional counsel for all such affected Indemnitees, taken as a whole) for all Indemnitees (which may include a single special counsel acting in multiple jurisdictions), incurred by or asserted against any Indemnitee by any third party or by Holdings or any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent in any way arising from or relating to any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on on, at or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Borrower or any of the SubsidiariesRestricted Subsidiary, or any other Environmental Liability related in any way to 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 or any Subsidiary 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 (i) are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, any Indemnitee or its Related Parties or (ii) any dispute between and among indemnified persons that does not involve an act or omission by Holdings, the Borrower or any of the Restricted Subsidiaries except that each Agent, the Joint Lead Arrangers and the Joint Bookrunners shall be indemnified in their capacities as such Indemniteeto the extent that none of the exceptions set forth in clause (i) applies to such Person at such time. The Borrower shall not be liable for any special, indirect, consequential or punitive damages (other than in respect of any such damages required to be indemnified pursuant to this Section 9.03(b)). (c) To the extent that Holdings or the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Swingline Lender or any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, and without limiting Holdings’ or the Borrower’s obligation to do so, (x) each Lender severally agrees to pay to the Administrative Agent and (y) each Revolving Lender severally agrees to pay to such Agent, Swingline Lender or such Issuing Bank or such LenderBank, 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 the Administrative Agent, such Swingline Lender or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at the time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). (d) To the fullest extent permitted by applicable law, none of Holdings or 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), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or a breach of the Loan Documents by, such Indemnitee or its Related Parties or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented, out-of-pocket expenses incurred by the Agents Administrative Agent and their Affiliates, its Related Parties (including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the Senior other Loan Documents or any amendments, restatements, modifications or waivers (or any proposed amendments, restatements, 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 reasonable, documented, out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and Lender (iii) all out-of-pocket expenses incurred by any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank the Administrative Agent or any Lender, ) in connection with the enforcement or protection of its rights under or (A) in connection with this Agreement and the Senior other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable, documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) The Borrower shall indemnify each Agent, each Issuing Bank the Administrative Agent (and any sub-agent thereof) and each Lender, each Lead Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable, documented, out-of-pocket related expenses, expenses (including the reasonable, documented fees, charges and disbursements of any (A) one primary counsel for all Indemnitees in any Indemniteeone action and (B) one local counsel in each applicable jurisdiction unless, in each case, in the reasonable opinion of such counsel representation of all Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest) that may be 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 Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby 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, (ii) any Loan or Letter of Credit the use or the proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the a Borrower or any of the its Subsidiaries, or any Environmental Liability Actions related in any way to the 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 theory, whether brought by a third party or by the Borrower or any other Loan Party or by any such persons directors, shareholders or creditors, 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 willful misconduct of such Indemnitee or any of its Related Parties or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith or a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower 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 to be paid by it to any Agent, any Issuing Bank or any Lender under paragraph subsection (a) or (b) of this SectionSection to be paid by the Borrower 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 Agent, such Issuing Bank sub-agent) or such LenderRelated Party, as the case may be, such Lender’s pro rata share 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 Agent, such Issuing Bank or such Lender sub-agent) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share or against any Related Party of any of the sum of foregoing acting for the total Revolving Exposures, outstanding Term Loans and unused Commitments at the timeAdministrative Agent (or any such sub-agent) in connection with such capacity. (d) To the fullest extent permitted by applicable law, the Borrower parties shall not assert, and each hereby waives, any claim against any Indemnitee, the Borrower or any of its Subsidiaries, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the foregoing shall not in any way limit the indemnification obligations of the Borrower pursuant to clause (b) above to the extent that such special, indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with the applicable Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification pursuant to clause (b) above. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties as determined by a final and nonappealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable not later than 10 ten Business Days after written demand therefor. (f) The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any the applicable 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Borrowers shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the applicable 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 the any Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the any 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 willful misconduct of such Indemnitee. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the applicable Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such the applicable Issuing Bank or such 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, the Borrower Borrowers shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent and the Borrower shall (and hereby jointly and severally agree to) pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents Administrative Agent, the Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the Senior 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-and documented out- of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel (other than in-house counsel) for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior this Agreement and any other Loan DocumentsDocument, including its rights under this SectionSection 9.03, or in connection with the 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 Loans or Letters of Credit; provided, however, that in no event shall Parent or the Borrower be required to reimburse the Lenders for more than one counsel to the Administrative Agent (and up to one local counsel in each applicable jurisdiction and regulatory counsel) and one counsel for all of the other Lenders (and up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the foregoing. (b) The Except in respect of Indemnified Taxes or Other Taxes otherwise covered by Section 2.17(c), Parent and the Borrower shall shall, and jointly and severally agree to, indemnify each the Administrative Agent, each the Lead Arrangers, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (but excluding any Excluded Taxes), 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 Senior Loan DocumentDocument or any agreement or instrument contemplated thereby, (ii) the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iiiii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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), (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower Parent or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower Parent or any of the its 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 (x) any Indemnitee is a party theretothereto or (y) such matter is initiated by a third party or by Parent or any of its affiliates; 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 negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Indemnified Persons, (ii) a material breach in bad faith by such Indemnitee or any of its Related Indemnified Persons of the express contractual obligations under any Loan Document pursuant to a claim made by Parent or the Borrower or (iii) any disputes among the Indemnitees or any of their Related Indemnified Persons (other than in their capacities as Lead Arrangers or Administrative Agent) and not arising from any act or omission by Parent or any of its Affiliates. (c) To the extent that the Parent or any Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this SectionSection 9.03, each Lender severally agrees to pay to such the Administrative Agent, such as the case may be, and each Revolving Lender severally agrees to pay to the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that any Borrower’s failure to pay any such amount shall not relieve such 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 such the Administrative Agent, such the Issuing Bank or such 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 law, the (i) neither Parent nor any Borrower shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee 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) other than damages that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Indemnified Persons, or (ii) no party hereto shall assert, and each party hereto hereby waives, any claim on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section 9.03 shall be payable not later than 10 Business Days fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions Transactions, the Acquisition or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Collateral Agent, the Issuing Bank Bank, the Alternate Currency Fronting Lender or any the Swingline Lender under paragraph (a) or (b) of this SectionSection (and without limiting its obligation to do so), each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank Bank, the Alternate Currency Fronting Lender or such the Swingline Lender, as the case may be, such Lender’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought by reference to the aggregate outstanding Term Loans and unused Term Commitments (or, if such Term Commitments have terminated, aggregate outstanding Term Loans) and Revolving Commitments (or, if such Revolving Commitments have terminated, aggregate Revolving Credit Exposure)) 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 the Administrative Agent, such the Issuing Bank Bank, the Alternate Currency Fronting Lender or such 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 law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or arise out of a proceeding brought by or on behalf of the Borrower against such indemnified person for breach in bad faith of such indemnified person’s obligations hereunder that results in a final, non-appealable judgment of a court of competent jurisdiction against such indemnified person. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such Issuing Bank or such 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 law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 within ten (10) Business Days after written demand therefor.therefor and, in the case of any expenses referred to in paragraph (a), upon presentation of invoices or other reasonably detailed statements specifying such expenses

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by Holdings, the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to Holdings, 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 willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank or such 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 the Administrative Agent, such Issuing Bank or such 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 Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by applicable law, neither Holdings nor 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Joint Book Runners and Lead Arrangers, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed un-reimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed un-reimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement or any amendments, modifications or waivers of the provisions thereof hereof (whether or not the transactions Transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated herebyTransactions, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any an Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, and each Revolving Lender severally agrees to pay to such Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyCredit Document, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 Business Days 15 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an any Issuing Bank to honor a demand for payment under a Letter of Credit issued by it 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this SectionSection (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 5 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Each Borrower shall pay (i) its Pro-rata Share of all reasonable out-of-pocket expenses incurred by the Agents Bank and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsBank, in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation negotiation, closing and administration of the Senior Loan Documents this Credit Agreement or any amendments, modifications or waivers of the provisions thereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket costs and 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 any Agent, any Issuing Bank or any LenderBank, including the reasonable fees, charges and disbursements of counsel for any Agent, any Issuing Bank or any Lenderthe Bank, in connection with the enforcement or protection of its rights against such Borrower under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderhereunder to such Borrower, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) The Each Borrower shall indemnify each Agent, each Issuing the Bank and each Lender, and each Related Party of any of the foregoing Persons 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 expensescosts and expenses (collectively, “Losses”), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, of or as a result of (i) the execution or delivery by such Borrower of any Senior Loan DocumentDocument or any agreement or instrument contemplated thereby, the performance by such Borrower of its obligations under the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation by such Borrower of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit made to such Borrower or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiariesthereof, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing with respect to such Borrower, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided , provided, that such indemnity no Indemnitee shall not, as have the right to any Indemnitee, be available to the extent indemnified hereunder for Losses that such losses, claims, damages, liabilities or related expenses are determined in a final, nonappealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) such Indemnitee’s gross negligence or willful misconduct, or (2) a claim brought by such Borrower against such Indemnitee for breach in bad faith of such Indemnitee’s obligations under any Loan Documents. Subject to Section 9.3(c), nothing herein contained shall prevent or prohibit any Borrower from bringing any action against the Bank to recover any Losses suffered by such Borrower to the extent caused by the Bank’s failure to exercise due care in the performance of its obligations under the Loan Documents. The parties hereto expressly agree that, in the absence of bad faith, gross negligence or willful misconduct on the part of such Indemniteethe Bank (as found by a final and nonappealable decision of a court of competent jurisdiction), the Bank shall be deemed to have exercised due care. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the each Borrower hereto agrees that it shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any agreement, instrument or other agreement or instrument document contemplated hereby or thereby, the Transactions, Transactions or any Loan or Letter of Credit or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not promptly but in no event later than 10 Business Days days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent, the Canadian Agent, and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel on a solicitor and his own client basis for the AgentsAdministrative Agent, the Canadian Agent in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement or any amendments, modifications or waivers requested by the Borrowers 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 any 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) during the continuance of a Default, all out-of-pocket expenses incurred by any the Administrative Agent, the Canadian Agent, the Issuing Bank, any Issuing Bank Canadian Lender or any Lender, including the fees, charges and disbursements of any counsel on a solicitor and his own client basis for any the Administrative Agent, the Canadian Agent, the Issuing Bank, any Issuing Bank Canadian Lender or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit and LC Guaranties issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of CreditCredit or LC Guaranties. (b) The Borrower Borrowers shall indemnify each the Administrative Agent, the Canadian Agent, the Issuing Bank, each Issuing Bank Canadian Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel on a solicitor and his own client basis for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower Borrowers or any of the their Subsidiaries, or any Environmental Liability related in any way to the Borrower Borrowers or any of the their 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, claimsclaim, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it to any the Administrative Agent, any the Canadian Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Canadian Agent or the Issuing Bank or such LenderBank, 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 soughtsought and based upon the outstanding principal balance of the Revolving Credit Exposure) 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 the Administrative Agent, such the Canadian Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any the applicable 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (ba) The Borrower Borrowers shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the applicable 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 the any Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the any 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 non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (cb) To the extent that the any Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the applicable Issuing Bank or such the Swingline Lender, as the case may be, such LenderXxxxxx’s pro rata share Revolving Credit Commitment 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 such the Administrative Agent, such the applicable Issuing Bank or such 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. (dc) To the extent permitted by applicable lawApplicable Law, the Borrower Borrowers shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable outOut-of-pocket expenses Pocket Expenses incurred by the Agents Lender and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsLender and all applicable Taxes, in connection with the syndication of the credit facilities provided for herein, herein and the preparation and administration of this Agreement and the Senior other Loan Documents or Documents, (ii) all reasonable Out-of-Pocket Expenses incurred by the Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender and applicable Taxes, in connection with any amendments, modifications or waivers of the provisions thereof hereof or of any of the other Loan Documents, (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 outOut-of-pocket expenses Pocket Expenses incurred by any Agent, any Issuing Bank or any the Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lenderthe Lender and all applicable Taxes, in connection with the enforcement or protection of its their rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such outOut-of-pocket expenses Pocket Expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) The Borrower shall indemnify each Agent, each Issuing Bank and each the Lender, and as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and related expenses, including the fees, charges all Out-of-Pocket Expenses and disbursements of any counsel for any Indemnitee, incurred by or asserted against all applicable Taxes to which any Indemnitee may become subject arising out of, of or in connection with, or as a result of with (i) the execution or delivery of the Loan Documents or any Senior Loan Documentagreement or instrument contemplated thereby, the performance by the parties to the Senior Loan Documents thereto of their respective obligations thereunder or thereunder, and the consummation of the Transactions or any other transactions contemplated herebythereunder, (ii) any Loan or Letter of Credit any actual or the proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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, (v) any other aspect of this Agreement and the other Loan Documents, or (vi) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries, in each case regardless of whether or not the Acquisition is consummated; 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 (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful wilful misconduct of or material breach of this Agreement by such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the The Borrower shall not assert, and hereby waiveswaives (to the fullest extent permitted by applicable Law), 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 Agreementany Loan Document, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (d) Any inspection of any property of the Borrower or any of its Subsidiaries made by or through the Lender is for purposes of administration of the Credits only, and neither the Borrower nor any of its Subsidiaries is entitled to rely upon the same (whether or not such inspections are at the expense of the Borrower). (e) By accepting or approving anything required to be observed, performed, fulfilled or given to the Lender pursuant to the Loan Documents, the Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Lender. (f) The relationship between the Borrower and the Lender is, and shall at all times remain, solely that of borrowers and lender. The Lender shall not under any circumstance be construed to be partners or joint venturers of the Borrower or its Affiliates. The Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with the Borrower or its Affiliates, or to owe any fiduciary duty to the Borrower or its Affiliates. The Lender does not undertake or assume any responsibility or duty to the Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform the Borrower or its Affiliates of any matter in connection with their property or the operations of the Borrower or its Affiliates. The Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Lender in connection with such matters is solely for the protection of the Lender, and neither the Borrower nor any other Person is entitled to rely thereon. (g) The Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property caused by the actions, inaction or negligence of the Borrower or any Subsidiary and/or their Affiliates and the Borrower hereby indemnifies and holds the Lender harmless from any such loss, damage, liability or claim. (h) This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of the Borrower and the Lender in connection with the Loans, and is made for the sole benefit of the Borrower and the Lender, and the Lender’s successors and assigns. Except as provided in Sections 8.3(b) and 8.4, no other Person shall have any rights of any nature hereunder or by reason hereof. (i) All amounts due under this Section 8.3 shall be payable not later than 10 three Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all out-of-pocket expenses incurred by any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee; and further provided that no Indemnitee shall be indemnified for settlement of any claim which is based on an alleged presence or release of Hazardous Materials or any Environmental Liability without the consent of the Borrower, acting in good faith, 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 any the Administrative Agent, any the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share 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 such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent or any of their Affiliates and their Affiliates, including the reasonable fees, charges Joint Bookrunners and disbursements of counsel for the Agents, Joint Lead Arrangers in connection with the syndication and arrangement of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 Xxxxxxxxxxxxxx Xxxxx, (iixx) all reasonable out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable out-of-pocket expenses incurred by any the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank Banks or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable 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 this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to 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 (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such IndemniteeIndemnitee or (B) result from disputes solely between Indemnitees (other than disputes involving claims against any Person in its capacity as, or fulfilling its role as, a Joint Bookrunner and Joint Lead Arranger or the Administrative Agent or similar role in respect of this Agreement) not involving any act or omission by the Borrower, any Subsidiary or any Related Party of the Borrower. This Section 10.03(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) Without limiting any provision of this Agreement, it is the express intention of the parties hereto that each Indemnified Person shall be indemnified and held harmless against any and all losses, liabilities, claims or damages arising out of or resulting from the ordinary sole or contributory negligence of such Indemnified Person. Without prejudice to the survival of any other obligations of the Borrower hereunder, the obligations of the Borrower under this Section 10.03 shall survive the termination of this Agreement and/or the payment or assignment of the Loans. (d) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Administrative Agent or any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, the Administrative Agent or such Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share 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 such Agent, the Administrative Agent or such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (de) To the extent permitted by applicable law, neither an Indemnitee nor the Borrower shall not assertbe liable to the Borrower or any Indemnitee in connection with its activities related to this Agreement or in connection with any suit, and hereby waivesaction or proceeding (i) for any damages arising from the use by unauthorized Persons of information or materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons (except to the extent arising from the bad faith, willful misconduct or gross negligence of such Indemnitee or the Borrower, as applicable) or (y) for any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed it being understood that, to direct the extent any Indemnitee is liable to a third party for any special, indirect, consequential or actual punitive damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document or any other agreement or instrument contemplated hereby or thereby, the TransactionsBorrower’s indemnification obligations set forth in clause (b) above shall apply, any Loan or Letter of Credit or subject to the use of the proceeds thereofproviso contained in such clause (b)). (ef) All amounts due under this Section shall be payable not later than 10 Business Days 30 days after written demand therefortherefor (including documentation reasonably supporting such reimbursement or indemnification request).

Expenses Indemnity Damage Waiver. (a) The A. Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any Issuing Fronting 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 any Administrative Agent, any Issuing Fronting Bank or any Lender, including the fees, charges and disbursements of any counsel for any Administrative Agent, any Issuing Fronting Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Sectionsubsection, or in connection with the 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 Loans or Letters of Credit. (b) The B. Borrower shall indemnify each Administrative Agent, each Issuing Fronting Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Restatement Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Fronting 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 Substances on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any Environmental Liability Event related in any way to 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 willful wilful misconduct of such Indemnitee. (c) C. To the extent that the Borrower fails to pay any amount required to be paid by it to any Administrative Agent, any Issuing Fronting Bank or any Swingline Lender under paragraph (a) A or (b) B of this Sectionsubsection, each Lender severally agrees to pay to such Administrative Agent, such Issuing the Fronting Bank or such Swingline Lender, as the case may be, such Lender’s pro rata share '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 Administrative Agent, such Issuing Fronting Bank or such 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) D. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Restatement Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) E. All amounts due under this Section subsection shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 theory, in each case, regardless of whether any Indemnitee is a party theretothereto or whether the foregoing is brought by the Borrower or any third 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 by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any 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 such the Administrative Agent, such Issuing Bank or such Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such the applicable Issuing Bank or such the applicable 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 lawLaw, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Borrowers shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 A/72096682.7 release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower Borrowers or any of the their Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower Borrowers shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Borrowers shall jointly and severally indemnify each the Administrative Agent, each the Issuing Bank and each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the any Borrower or any of the SubsidiariesSubsidiary, or any Environmental Liability related in any way to the any Borrower 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 such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. 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 Borrowers fail to pay any amount required to be paid by it them to any Agent, any the Administrative Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Administrative Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro pro-rata (based on the outstanding principal amount of Term Loans held and the outstanding Revolving Commitments held (or if the Revolving Commitments have been terminated, the outstanding Revolving Credit Exposure)) share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Administrative Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 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 any the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each Issuing Bank Bank, each Lender and each LenderArranger, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Senior other Loan DocumentDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an any Issuing Bank to honor a demand for payment under a Letter of Credit issued by it 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this SectionSection (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to such the Administrative Agent, such Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 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 such the Administrative Agent, such Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 5 Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations (whether or not consummated) in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify each Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactionstransactions contemplated by any Loan Document, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Initial Borrower shall pay or cause to be paid (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable fees, charges and disbursements of a single firm of counsel for the AgentsAdministrative Agent and the Collateral Agent (and any additional counsel retained in any local jurisdiction in connection with matters relating to the laws of such jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 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 any the Administrative Agent, the Collateral Agent, any Issuing Bank or any LenderLender after any Default, including the reasonable fees, charges and disbursements of any counsel for any the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Initial Borrower shall indemnify each or cause to be indemnified the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (other than in respect of Taxes, which shall be governed by Section 2.17), including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding (whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto) relating to or arising out of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) 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 the Borrower Company or any of the its Subsidiaries, or any Environmental Liability related in any way to the Borrower 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 willful wilful misconduct of such IndemniteeIndemnitee or any of its Related Parties. The Initial Borrower shall indemnify each Lender for all losses, costs and expenses suffered or incurred by such Lender as a result of the conversion of the currency of any Obligation pursuant to Section 9.01 or 9.02, including foreign exchange losses. (c) To the extent that the Initial Borrower fails to pay or cause to be paid any amount required to be paid by it to any the Administrative Agent, the Collateral Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, the Collateral Agent, such Issuing Bank or such Swingline Lender, as the case may be, such Lender’s '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 the Administrative Agent, 140 the Collateral Agent, such Issuing Bank or such Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and Incremental Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower no party to this Agreement shall not assert, and each party to this Agreement hereby waives, any claim against any other party hereto or, in the case of the Company and each 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor, accompanied by an invoice or other summary of the amount or amounts payable.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAgent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of counsel counsel, for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Agent or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” (i) with respect to an unreimbursed expense of, or an indemnity payment sought by, the Agent, shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused C ommitments at the time and (ii) with respect to an unreimbursed expense of, or an indemnity payment sought by, the Issuing Bank, shall be determined based upon its share of the total Revolving Exposures and unused Revolving Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days days after written demand therefor.. 60

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share '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 such the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Arrangers and their Affiliatesthe Agents, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of the Senior Loan Documents this Agreement 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 any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable out-of-pocket expenses incurred by any Agentthe Agents, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any Agent, any Issuing Bank the Agents or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderhereunder and documentary Taxes, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Loans, Letters of CreditCredit or this Agreement. (b) The Borrower shall indemnify each Agentthe Agents, the Arrangers, each Issuing Bank Bank, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) ), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by an 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 CreditCredit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentment), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 brought by a third party or by 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) To the extent that the Borrower fails Each Lender severally agrees to pay any amount required to be paid by it to any Agent, any Issuing Bank or any Lender the Borrower under paragraph (a) or (b) of this SectionSection 10.3 to the Administrative Agent and each Issuing Bank, and each Lender severally agrees Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to pay the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such Agentdate), such Issuing Bank from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or such Lender, as after the case may be, such Lender’s pro rata share (determined as payment of the time that the applicable unreimbursed expense or indemnity payment is soughtLoans) of such unpaid amount; provided that the unreimbursed expense or indemnified lossbe imposed on, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such AgentAgent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Issuing Bank Agent Indemnitee under or such in connection with any of the foregoing; provided that no Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the timeall other amounts payable hereunder. (d) To the extent permitted by applicable law, the (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or thereby(including, the Transactionswithout limitation, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 10 Business Days 30 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliatesthe Arrangers, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior 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 any 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 any Agentthe Agents, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agentthe Agents, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documents, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower shall indemnify each Agentthe Agents, each the Arrangers, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, whether or not suit is brought, incurred by 81 87 or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of any Senior Loan DocumentDocument or any other agreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to 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 (i) 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, bad faith or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, any the Agents or the Issuing Bank or any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, such the affected Agent or the Issuing Bank or such LenderBank, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such the affected Agent or the Issuing Bank or such Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans Committed Exposures and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents Administrative Agent and their its Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Senior Loan Documents this Agreement 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 any 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 any the Administrative Agent, any the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any the Administrative Agent, any the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with the Senior Loan Documentsthis Agreement, including its rights under this Section, or in connection with the 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 Loans or Letters of Credit. (b) The Borrower Borrowers shall indemnify each the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”"INDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Senior Loan Documentagreement or instrument contemplated hereby, the performance by the parties to the Senior Loan Documents hereto of their respective obligations thereunder hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an 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 the any Borrower or any of the its Subsidiaries, or any Environmental Liability related in any way to the any 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 PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it to any the Administrative Agent, any the Issuing Bank or any the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such the Administrative Agent, such the Issuing Bank or such the Swingline Lender, as the case may be, such Lender’s pro rata share 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided 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 the Administrative Agent, such the Issuing Bank or such 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 law, the Borrower Borrowers shall not assert, and 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, any other Senior Loan Document Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 Business Days three days after written demand therefor.