Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof), 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) Each Borrower shall indemnify the Administrative Agent, the Issuing 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 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. To the extent that a Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To the extent permitted by applicable Law, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrower.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its Affiliates, their respective Affiliates (including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for to the Administrative Agent, Agent and X.X. Xxxxxx Securities LLC in its capacity as an Arranger) in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementpreparation, the preparation execution, delivery and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, Credit Parties (including the Issuing Lender or any Lender for reasonable fees, charges and disbursements of one primary law firm as counsel, one local and/or special counsel as needed for each other relevant jurisdiction or specialization, and consultants for the Administrative Agent, the Issuing Lender additional counsel in light of actual or any Lender and all other reasonable out-of-pocket expenses potential conflicts of the Administrative Agent, the Issuing Lender or any Lender, interest) in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Loan Document, 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 the continuation of any Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Each Borrower The Borrowers shall indemnify the Administrative Agent, the Issuing Lender each Credit Party and each Lender, and each its Related Party of any of the foregoing Persons Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the 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 the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the Issuing Lender 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 owned or operated by the Borrowers Company or any of their SubsidiariesSubsidiary, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinaryprovided, sole or contributory negligence of any Indemnitee, provided further 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 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. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower fails the Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Issuing 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 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 Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. ; provided, that nothing in this clause (d) shall relieve any 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as (a) a single transaction and documentation counsel for the Agent and the Arrangers and (b) such other local counsel and consultants for special counsel as may be required in the Administrative Agentreasonable judgment of the Agent and the Arrangers, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Arrangers or any Lender for Lender, (including the fees, charges and disbursements of one primary law firm as counsel, local (a) a single transaction and documentation counsel as needed and consultants for the Administrative Agent, the Issuing Lender or Arrangers and any Lender and all (b) such other local counsel and special counsel as may be required in the reasonable out-of-pocket expenses judgment of the Administrative Agent, Agent and the Issuing Lender or any Lender, Arrangers) in connection with documentary taxes or the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Arrangers 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 (a) a single transaction and documentation counsel for any IndemniteeIndemnitee and (b) such other local counsel and special counsel as may be required in the reasonable judgment of the Agent and the Arrangers, 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 Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, but without affecting the Borrower’s obligations thereunder, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments outstanding Loans at the time. . (d) To the extent permitted by applicable Lawlaw, each of neither Holdings nor the Borrowers and each Guarantor Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, 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 promptly not later than 10 days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and the Arrangers, taken as a whole, in connection with the arrangement and syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the reasonable and documented fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof), 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 the Loans or Letters in connection with the enforcement or protection of Creditits rights under any Loan Document, including its rights under this Section or in connection with the Loans made hereunder. (b) Each Borrower The Company shall indemnify the Administrative Agent, each Arranger, the Issuing Syndication Agent, each Documentation Agent, each Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person of the foregoing being called an “Indemnitee”) ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket costs or expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee (whether by a third party or by the Borrower or any of its Affiliates, and whether based on contract, tort or any other theory) arising out of, in connection with, or as a result of (i) the execution or delivery arrangement and syndication of this Agreement or any agreement or instrument contemplated herebythe credit facilities provided for herein, the performance by the parties hereto of their respective obligations hereunder or (ii) 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 therefrom, (including any refusal iv) the execution, delivery or performance by the Issuing Lender to honor a demand for payment under a Letter Company and the Subsidiaries of Credit if the documents presented Loan Documents, or any actions or omissions of the Company or any of the Subsidiaries in connection with such demand do not strictly comply with the terms of such Letter of Credit), therewith or (iiiv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimsliabilities, damagescosts or expenses shall have (i) been found by a final, liabilities non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or related expenses are willful misconduct of such Indemnitee, (ii) resulted from a claim brought by a Borrower against an Indemnitee or any of its Related Parties for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction to the effect that such a material breach in bad faith has occurred or (iii) arisen from any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of the Company or any of its Affiliates and is brought by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such an Indemnitee against another Indemnitee (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE other than any claim, action, suit, inquiry, litigation, investigation or proceeding against the Administrative Agent or an Arranger in its capacity as such). (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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, claimliability, damage, liability cost or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or against any Related Party acting for the Issuing Lender Administrative Agent (or any sub-agent) in its capacity as suchconnection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure Exposures, outstanding Term Loans and unused Revolving Loan Commitments at the time. time (or most recently) in effect. (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor Borrower shall not assert, and the 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, with or as a result of, of this Agreement or any agreement or instrument contemplated hereby, 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, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final nonappealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable promptly within 15 Business Days after receipt by the Company of a request therefore by any Borrowerreasonably detailed invoice therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) and all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed or arise out of a proceeding brought by the parties hereto that the indemnity obligations or on behalf of the Domestic Borrower under the Commitment Letter are superseded to the extent described against such indemnified person for breach in this Agreement. 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 a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor Borrower 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 or any agreement or instrument contemplated hereby, 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 promptly within ten (10) Business Days after receipt written demand therefor and, in the case of a request therefore by any Borrowerexpenses referred to in paragraph (a), upon presentation of invoices or other reasonably detailed statements specifying such expenses.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses (other than Taxes) incurred by any Credit Party, including the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as any counsel (including any in-house counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lender whether or any Lender and all other reasonable not on an out-of-pocket expenses of the Administrative Agent, the Issuing Lender or basis) for any LenderCredit Party, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Loan Documents, including its rights under this SectionSection 10.03, or in connection with the Loans made or Letters Extensions of Credit issued made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Extensions of Credit or Letters of Creditduring any proceeding under any federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law now or hereafter in effect. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender and each Lender, Credit Party 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 all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemniteeindemnitee, 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 Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter Extension of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)proceeds, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their the Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their Subsidiaries, 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 that such indemnity relates to Taxes. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph paragraphs (a) or (b) of this SectionSection 10.03, each Lender severally agrees to pay to the Administrative Agent or an amount equal to the Issuing Lenderproduct of such unpaid amount multiplied by a fraction, as the case may be, numerator of which is the sum of such Lender’s pro rata share Revolving Commitment and the denominator of which is the sum of the total of all Lenders’ Revolving Commitments (in each case 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Loan Document or any agreement agreement, instrument or instrument other document contemplated herebythereby, the Transactions, Transactions or any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 10.03 shall be payable promptly but in no event later than thirty days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the reasonable fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Note, 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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 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 agreement or instrument contemplated hereby, the performance by the parties 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. The foregoing indemnification shall not cover any such claims, damages, losses, liabilities or expenses relating to (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE i) any Taxes or (OTHER THAN GROSS NEGLIGENCE)ii) any costs or capital requirements (whenever imposed) to any Lender or any corporation controlling such Lender as a result of such Lender’s Commitment or its Loans, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYbut in each case without prejudice to Sections 2.14, ACTIVE OR PASSIVE2.15, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. 2.16 and 9.03. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a written demand therefor, accompanied by such documentation as the Borrower may reasonably request therefore by any Borrowerto evidence the basis for, and calculation of, such amount.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the London Agent and its the Australian Agent and each of their Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as Cravath, Swaine & Xxxxx, counsel and consultants for the Administrative Agent and London Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or London Agent, the Australian Agent and any Lender for Lender, including the reasonable fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative London Agent, the Issuing Lender or Australian Agent and any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Loan 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 any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) Each Borrower shall The Company agrees to indemnify the Administrative Agent, the Issuing Lender Agents 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 this Agreement or any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations 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 or any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented transaction in connection with which such demand do not strictly comply with the terms of such Letter of Credit)proceeds are used, (iii) any actual or alleged presence or release Environmental Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers Company or any of their Subsidiariesits Subsidiaries or Affiliates, or any Environmental Liability related in any way to the Borrowers Company or any of its Subsidiaries or Affiliates or their Subsidiariesrespective predecessors, 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent, the London Agent or the Issuing Lender Australian Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the London Agent or the Issuing Lender, as the case may be, Australian Agent 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 the Administrative Agent, the London Agent or the Issuing Lender Australian Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the an Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the an Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the an Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each The Borrower shall indemnify the Administrative Agent, the each Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender 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 owned or operated by the Borrowers Avis or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Avis or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the to an Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, or the such Issuing LenderBank, as the case may be, such Lender’s pro rata share 's Voting Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly not later than 10 Business Days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents (including the Security Documents and the perfection of Liens pursuant thereto) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the reasonable fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative AgentAgent (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm), and one additional firm as counsel for the Issuing Lender Lenders (and, in addition to such firm, any local counsel engaged in each relevant jurisdiction by such firm) and additional counsel as the Administrative Agent or any Lender and all other reasonable out-of-pocket expenses or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the Administrative Agent, the Issuing Lender availability of different claims or any Lenderdefenses, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan 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 out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 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 any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 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. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby 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 promptly not later than fifteen (15) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Parent Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Co-Syndication Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and the Co-Syndication Agents, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Parent Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 the Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or 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 of the proceeds therefrom (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers or any of their SubsidiariesConsolidated Entity, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesConsolidated Entity, 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)y) the breach by such Indemnitee of any if its obligations hereunder. Without limiting the foregoing, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded and to the extent described in this Agreement. permitted by applicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. (c) To the extent that a the Parent Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender, as the case may be, such Lender’s pro rata share Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date) 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 Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 10.03 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the administration of this Agreement or any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesor any Lender or Issuing Bank, including the fees, charges and disbursements of one primary law firm as any counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the or Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any LenderBank, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Loan 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 of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) Each Borrower of the Borrowers shall indemnify the Administrative Agent, the Issuing Lead Arranger, each 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 this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby by such Borrower, its Subsidiary Guarantees and its Parent, the performance by the such parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions to be performed by such Borrower, its Subsidiary Guarantors and its Parent or any other transactions contemplated herebyhereby or thereby to be performed by such Borrower, its Subsidiary Guarantors or its Parent, (ii) any Loan or Letter of Credit made to such Borrower or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers such Borrower or any of their its Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrowers such Borrower or any of their its Restricted Subsidiaries, or (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent, any Lender or any Issuing Bank as a result of conduct of such Borrower that violates a sanction enforced by OFAC or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 judgment to have (x) resulted from the gross negligence or willful misconduct of such Indemnitee or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE y) arisen from a material breach of a Loan Document in bad faith by such Indemnitee or (OTHER THAN GROSS NEGLIGENCE)ii) result from a dispute solely among Indemnitees (other than any disputes involving claims against any agent, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYarranger or bookrunner, ACTIVE OR PASSIVEin each case in their respective capacities as such) that did not involve actions or omissions of either Borrower or any of its Affiliates. Each Indemnitee shall give prompt notice to the applicable Borrower (or Borrowers) of any claim that may give rise to a claim against such Borrower hereunder and shall consult with such Borrower in the conduct of such Indemnitee’s legal defense of such claim; provided, IMPUTEDhowever, JOINT OR TECHNICAL). It is agreed than an Indemnitee’s failure to give such prompt notice to such Borrower or to seek such consultation with such Borrower shall not constitute a defense to any claim for indemnification by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded such Indemnitee unless, and only to the extent described in this Agreement. that, such failure materially prejudices such Borrower. (c) To the extent that a either Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor parties shall not assert, and each hereby waives, any claim against any Indemniteeother 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. ; provided that nothing contained in this clause (d) shall limit the Borrowers’ indemnification obligations above to the extent such special, indirect, consequential and punitive damages are included in any third party claim in connection with which any Indemnitee is entitled to indemnification hereunder. (e) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any Borrowing Subsidiary Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the fees, charges and disbursements of no more than one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, Agent and one counsel for the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses Lenders (unless representation of the Administrative AgentLenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Issuing Lender or any LenderLenders shall have right to separate counsel, at the expense of the Company) in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Borrowing Subsidiary 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 result from the gross negligence or willful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor (i) 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 or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter the use of Credit the proceeds thereof and (ii) no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against any Borrower or any Affiliate (excluding indemnification claims under paragraph (b) of this Section) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. . (e) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliatesthe Lead Arrangers, including the reasonable and duly documented fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any Credit Party, including the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local a single counsel as needed and consultants for the Administrative Agent, Agent and a single counsel for the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any LenderCredit Parties, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 and during any workout, restructuring or negotiations in respect of such the Loans or and the Letters of Credit. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender and each Lender, Credit Party 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 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 any Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder and 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 of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their the Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 willful misconduct of (or a breach in bad faith by such Indemnitee of its express obligations under any Loan Document) such Indemnitee, (B) arise out of a claim brought by the Borrower against an Indemnitee for a breach which is finally determined by a final and nonappealable judgment to have constituted a bad faith breach of such Indemnitee’s obligations under this Agreement or (C) relate to Taxes, except as provided in Section 3.07. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, each party hereto agrees that it will not assert, and hereby waives, any claim against any Indemnitee or the Borrower, as the case may be, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) (except, in the case of a claim against an Indemnitee, to the extent of direct or actual damages as 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. To the extent that a Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (aIndemnitee) or (bii) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To the extent permitted by applicable Law, each of the Borrowers and each Guarantor 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 Loan Document or any agreement agreement, instrument or instrument other document contemplated herebyhereby or thereby, the Transactions, Transactions or any Loan or Letter of Credit or the use of the proceeds thereof. ; provided that nothing contained in this sentence shall limit the Borrower’s indemnification obligations to Indemnitees in respect of claims made by third parties as set forth in Section 10.03(b). (e) All amounts due under this Section shall be payable promptly promptly, but in any event no later than 30 days, after receipt written demand therefor, accompanied by proper supporting documentation, and without prejudice to the Borrower’s right to contest the amount or the validity of a request therefore by any Borrowerclaim for payment.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Issuing Bank and its their Affiliates, including due diligence expenses and the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementpreparation, the preparation execution, delivery and administration of this Agreement the Loan Documents or the other documentation contemplated hereby or thereby or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with (x) the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 related negotiations in respect of such Loans or and Letters of Credit, and (y) any documentary taxes associated with the consummation of the Facilities. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 and any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if and the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)use thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (not overturned or vacated on appeal) to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may beAgent, 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 the Administrative Agent or the Issuing 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 Credit Exposure Exposures, outstanding Term Loans and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any Borrowing Subsidiary Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of no more than one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, Agent and one counsel for the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses Lenders (unless representation of the Administrative AgentLenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Issuing Lender or any LenderLenders shall have right to separate counsel, at the expense of the Company) in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Borrowing Subsidiary 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 result from the gross negligence or willful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, the Sole Lead Arranger and their respective Affiliates (including the reasonable fees, charges and disbursements of one primary law firm as outside counsel, Sidley Austin LLP, counsel and consultants for the Administrative Agent, ) in connection with the syndication and distribution (including via an Electronic System) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the each Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the any Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan 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 any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Each The Borrower shall indemnify the Administrative Agent, the each Issuing Lender 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 any reasonable 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 this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder 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 the any Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 any Loan Party or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE z) any dispute solely between or among Indemnitees (OTHER THAN GROSS NEGLIGENCEnot arising as a result of any act or omission by the Borrower or any of its Subsidiaries or Affiliates), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYother than claims against any Lender in its capacity as, ACTIVE OR PASSIVEor in fulfilling its role as, IMPUTEDthe Administrative Agent, JOINT OR TECHNICAL). It is agreed by an Issuing Bank, the parties hereto that the indemnity obligations of the Domestic Borrower Sole Lead Arranger or any similar role under the Commitment Letter are superseded Loan Documents. This Section 9.03(b) shall not apply with respect to the extent described in this Agreement. Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the any Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the such Issuing 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 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 the Administrative Agent or the such Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” . (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 based upon its share by a court of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. competent jurisdiction in a final, non-appealable judgment). (e) To the extent permitted by applicable Requirements of Law, each no party hereto shall assert, or permit any of the Borrowers and each Guarantor shall not 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby 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). (f) All amounts due under this Section shall be payable promptly not later than fifteen (15) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and such Affiliates, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or or, after the occurrence and during the continuance of any Lender for Default, any Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants consultant for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing 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 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 Agreement, the Commitment Letter dated June 4, 2012, among the Company, the Administrative Agent and the Lead Arranger, or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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 and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, ; provided further 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 willful misconduct of such Indemnitee Indemnitee, (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed B) result from a claim brought by the parties hereto Company or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s funding obligations hereunder, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (C) disputes arising solely between Indemnitees and (1) not involving any action or inaction by the Company or any Subsidiary or (2) not relating to any action of such Indemnitee in its capacity as Administrative Agent or Lead Arranger. This Section 9.03(b) shall not apply with respect to Taxes other than Taxes that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that a Borrower the Company fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this SectionSection to be paid by it to the Administrative Agent, the Issuing Lender, the Swingline Lender or any Related Party of the foregoing, each Lender severally agrees to pay to the Administrative Agent or Agent, the Issuing Lender, the Swingline Lender or such Related 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 soughtsought based on each Lender’s Applicable Percentage of the Revolving Exposure 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 the Administrative Agent Agent, the Issuing Lender or the Issuing Swingline Lender 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 Credit Exposure and unused Revolving Loan Commitments at Administrative Agent, the time. Issuing Lender or Swingline Lender in connection with such capacity. (d) To the extent permitted by applicable Law, each of the Borrowers and each Guarantor shall party to this Agreement agrees not to assert, and each such party hereby waives, any claim against any Indemniteeother 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this paragraph (d) shall relieve the Company 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. No Indemnitee referred to in paragraph (b) above shall be liable for damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent any such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (e) All amounts due under this Section shall be payable promptly after receipt written demand therefor. (f) Each party’s obligations under this Section shall survive the termination of a request therefore by any Borrowerthe Loan Documents and payment of the obligations thereunder.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall Company agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as Cravath, Swaine & Moore, counsel and consultants for the Administrative AgentAgents, in connection with the syndication of the xxx credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and evaluations of the Collateral (limited, in the absence of a continuing Default, to one such evaluation in any fiscal year) or other due diligence conducted by the Agents and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit either Agent or any demand for payment thereunder and (iii) all Lender, including the reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender such Agent or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof), including its rights under this Section, or in connection with the Loans made or Letters hereunder. The Lenders shall endeavor in good faith to limit the number of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect counsel retained by them to avoid duplication of such Loans or Letters of Creditexpenses. (b) Each Borrower shall The Company agrees to indemnify the Administrative Agent, the Issuing Lender each Agent and each Lender, and each Related Party Affiliate of any of the foregoing Persons and each of their respective directors, officers, employees, trustee, advisors and agents (each such Person being called an “Indemnitee”"INDEMNITEE") against, and to 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) relating to the execution or delivery of this Agreement or any agreement or instrument contemplated herebythereby, the performance by of its obligations thereunder, the parties hereto of their respective obligations hereunder or Borrowings hereunder, the consummation of the Transactions or any other transactions contemplated hereby, (ii) the enforcement of its rights under any Loan Document or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned currently or formerly owned, operated or leased by the Borrowers Company or any of their Subsidiaries, its Subsidiaries or any Environmental Liability related in any way to the Borrowers Company or any of their its Subsidiaries, including any of the foregoing arising out of, in connection with, or (iv) as a result of any actual claim, litigation, investigation or proceeding relating to any of the foregoing, (whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto); and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 bad faith of such Indemnitee Indemnitee. The Lenders shall endeavor in good faith to limit the number of counsel retained by them to avoid duplication of expenses. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Company, any Borrower or the Company in its capacity as Guarantor fails to pay any amount required to be paid by it to the Administrative either Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative such Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share 's Participation 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 the Administrative such Agent or the Issuing Lender in its capacity as such. For purposes hereofsuch and are not determined by a court of competent jurisdiction to have resulted from the gross negligence, a Lender’s “pro rata share” wilful misconduct or bad faith of such Agent. (d) All amounts due under this Section shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. payable promptly after written demand therefor. (e) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Company, any Borrower or the Company as Guarantor 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under thereof or the Transactions. (f) Notwithstanding anything above to the contrary, no indemnified person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems. (g) Notwithstanding any other provision of this Section 10.03, a Foreign Borrower shall be payable promptly after receipt of a request therefore by any Borrowerliable for indemnification only with respect to its own Obligations.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and one local counsel in each applicable jurisdiction, 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, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Lender 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 and documented out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender Banks and all other reasonable out-of-pocket expenses of Lenders, taken as a whole, and one additional local counsel in each applicable jurisdiction for the Administrative Agent, the Issuing Lender or any LenderBanks and Lenders, taken as a whole, in connection with the enforcement or protection of its their rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan Document, including its their 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) Each The Borrower shall indemnify the Administrative Agent, the each Issuing Lender 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 (which, including in the case of fees, charges and disbursements of any counsel, shall be limited to the reasonable and documented fees, charges and disbursements of (i) one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent, the Lenders, their Affiliates and related Indemnitees (taken as a whole) and (ii) solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one other firm of counsel in each applicable jurisdiction (which may include a single firm of local counsel for any Indemnitee, all such affected Indemnitees acting in multiple jurisdictions)) incurred by or asserted against any Indemnitee resulting from any claim, litigation, investigation or proceeding arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder 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 the any Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to of the Borrowers Borrower or any of their its Subsidiaries, or (iv) any actual 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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) the material breach by such Indemnitee (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed of its express obligations under this Agreement pursuant to a claim initiated by the parties hereto that Borrower or (z) any dispute solely among Indemnitees (not arising as a result of an act or omission by the indemnity obligations Borrower or any of its Subsidiaries or Affiliates) other than claims against any of the Domestic Borrower Administrative Agent or the Lenders or any of their Affiliates in its capacity or in fulfilling its role as the Administrative Agent, an Issuing Bank, a lead arranger, a bookrunner or any similar role under the Commitment Letter are superseded to the extent described in this Agreement. Each of the Administrative Agent and the Lenders hereby agrees, on behalf of itself and its related Indemnitees, that any settlement entered into by the Administrative Agent or such Lender, respectively, and its related Indemnitee in connection with a claim or proceeding for which an indemnity claim is made against the Borrower pursuant to the preceding sentence shall be so entered into in good faith and not on an arbitrary or capricious basis. 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 a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the any Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the such Issuing 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 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 the Administrative Agent or the such Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor party to this Agreement 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. ; provided that this Section 9.03(d) shall not impact the Borrower’s indemnification obligations under Section 9.03(b). (e) All amounts due under this Section shall be payable promptly not later than thirty (30) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the an Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the an Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the an Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each The Borrower shall indemnify the Administrative Agent, the each Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 deter mined 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the to an Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, or the such Issuing LenderBank, as the case may be, such Lender’s pro rata share 's Voting Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly not later than 10 Business Days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower ---------------------------------- shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Collateral Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Loan Documents, including its rights under this Section, 121 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) Each The Borrower shall indemnify the Administrative Agent, the Collateral Agent, the Issuing Lender 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 Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the Issuing Lender 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 Holdings, the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrowers Borrower or any of their its Subsidiaries, except that this clause (iii) shall not apply to Environmental Liabilities related to a Mortgaged Property that are attributable solely to acts or events occurring after completion of foreclosure proceedings with respect to such Mortgaged Property and surrender of possession thereof by the Borrower and its Subsidiaries to or as directed by the Collateral Agent or the purchasers at any such foreclosure sale, 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Issuing 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 the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Issuing 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 Credit Exposure Exposures, outstanding Term Loans and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of neither Holdings nor the Borrowers and each Guarantor Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as Cravath, Swaine & Mxxxx, counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Credit Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), consummated and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counselCravath, local Swaine & Mxxxx, counsel as needed and consultants for the Administrative Agent, the Issuing Lender and, if an Event of Default shall have occurred or any Lender and all other reasonable out-of-pocket expenses of shall be reasonably anticipated by the Administrative Agent, other counsel for the Issuing Lender Administrative Agent or any Lender, in connection with the enforcement or protection of its the rights of the Administrative Agent or Lender in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Credit 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 CreditLoans. (b) Each Borrower The Borrowers shall indemnify the Administrative Agent, the Issuing Lender 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 expensesexpenses (other than Excluded Taxes), including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Credit Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Credit Documents of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Holdings or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Holdings or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 wilful misconduct or gross negligence or willful misconduct of such Indemnitee or any of its directors, officers, employees or agents. The Borrower and each Indemnitee agrees that (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE i) such Indemnitee will contest any claim in respect of which indemnification is sought under this paragraph if requested by the Borrower Agent, in a manner reasonably directed by the Borrower Agent, with counsel selected by the Indemnitee and approved by the Borrower Agent, which approval shall not be unreasonably withheld or (OTHER THAN GROSS NEGLIGENCEii) the Borrower Agent, upon the request of the Indemnitee, shall retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee in any proceeding with respect to any such claim and shall pay as incurred the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding with respect to which the Indemnitee has requested the Borrower Agent to retain counsel, any Indemnitee shall have the right to retain its own counsel at its own expense, except that the Borrower Agent shall pay as they are incurred the reasonable fees and expenses of counsel retained by the Indemnitee if (y) the Borrower and the Indemnitee agree to the retention of such counsel or (z) the named parties to any such proceeding (including any impleaded parties) include both the Borrower and the Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Any Indemnitee that proposes to settle or compromise any indemnified claim for which the Borrowers may be liable for payment of indemnity shall give the Borrower Agent written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower Agent’s prior written consent, which consent shall not be unreasonably withheld; provided that nothing in this sentence or the preceding sentence shall restrict the right of any person to settle or compromise any claim for which indemnity would be otherwise available on any terms if such person waives its right to indemnity from the Borrowers in respect of such claim. The Borrower Agent will not, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYsettle any proceeding with respect to which the Indemnitee has requested the Borrower Agent to retain counsel unless such settlement includes an express, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations complete and unconditional release of the Domestic Borrower under the Commitment Letter are superseded such Indemnitee with respect to the extent described all claims asserted in this Agreement. such proceeding. (c) To the extent that a Borrower fails the Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, Swingline Lender 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 the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor neither Holdings nor any Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, Indemnitee 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt written demand therefor setting forth the amount and the nature of a request therefore by the expense or claim, as applicable. (f) Notwithstanding the foregoing paragraphs, nothing in this Section shall require Holdings or any BorrowerBorrower to indemnify the Administrative Agent or Lender against or to reimburse the Administrative Agent or Lender for any cost or reduction in amounts received that shall result from the Changes in Law or other matters addressed in Section 2.14, 2.15 or 2.16 and that shall be expressly excluded from the amounts for which Holdings and the Borrowers are liable under such Sections.

Expenses Indemnity Damage Waiver. (a) The Borrowers Parent Borrower shall pay (i) all reasonable out-of-pocket poc et expenses incurred by the Administrative Agent Agent, the Co-Syndication Agents and its their Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and the Co-Syndication Agents, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Parent Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 the Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or 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 of the proceeds therefrom (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers or any of their SubsidiariesConsolidated Entity, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesConsolidated Entity, 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE y) the breach by such Indemnitee of any if its obligations hereunder. (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Parent Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender, as the case may be, such Lender’s pro rata share Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date) 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 Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 10.03 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 there from (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 , (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to (i) the Administrative Agent Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Issuing Bank or the Issuing 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 the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro and (ii) the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay its pro-rata share” shall be determined based upon its share of such amount to the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. Administrative Agent. (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten 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 Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementpreparation, the preparation negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender or any Lender for (including the reasonable fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, any Lender or the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement during and the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC. (b) Each The Borrower shall indemnify the Administrative AgentAgent (and any sub-agent thereof), the Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or 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 (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials Substances on or from any property owned or operated by the Borrowers or any of their SubsidiariesCredit Party, or any Environmental Liability Claim related in any way to the Borrowers or any of their SubsidiariesCredit Party, 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 Credit Party, and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.1(a) or Section 11.1(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender under paragraph (a) or (b) any Related Party of this Sectionany of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such subagent), the Issuing LenderLender or such Related Party, as the case may be, such Lender’s pro rata share proportion (determined based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender 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) or the Issuing Lender in connection with such capacity. The obligations of the total Revolving Credit Exposure and unused Revolving Loan Commitments at Lenders under this Section 11.1(c) are subject to the time. provisions of Section 2.3(c). (d) To the fullest extent permitted by applicable Lawlaw, the Parent, the Borrower, each other Credit Party and each Related Party of any of the Borrowers foregoing persons and each Guarantor Indemnitee shall not assert, and each hereby waives, any claim against the Parent, the Borrower, each other Credit Party and each Related Party or any Indemnitee, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 11.1(b) 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 (including Intralinks, SyndTrak or similar systems) in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby; provided that such Indemnitee may be liable for such damages to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (e) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerthe Borrower upon demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all Lender, including the reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (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 Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto it being understood that the indemnity obligations violation by a Lender or the Agent of any applicable law or regulation shall constitute gross negligence); provided, further, that the Domestic Borrower under the Commitment Letter fees, disbursements and other charges of counsel with respect to any claim, litigation or proceeding shall be limited to one firm of counsel in each relevant jurisdiction to jointly represent all such Indemnitees, so long as (i) no conflict or potential conflict exists as a result of such joint representation and (ii) no Indemnitee has reasonably concluded that there may be legal defenses available to it that are superseded different from or in addition to those available to the extent described in this Agreement. other Indemnitees. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing 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 Credit Exposure and outstanding Term Loans or unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for the use by others of Information (as defined in Section 9.12) or other materials obtained through electronic telecommunications or other information transmission systems (including as a result of any misdirected facsimile transmission); provided, that (except in the case of a misdirected facsimile transmission) such indemnified person shall have taken reasonable precautions to ensure, or shall have made reasonable investigation to believe in, the reliability of such transmission system. (e) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as transaction counsel and consultants one local counsel for each relevant jurisdiction, in each case, for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement during or any of the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other 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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or the parties to any other Loan Document of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their the Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Swingline Lender or the Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Swingline Lender or the Issuing 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, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Swingline Lender or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor Borrower shall not assert, and the 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 or any other Loan Document or any agreement or instrument contemplated herebyhereby 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 promptly not later than three Business Days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and such Affiliates, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or or, after the occurrence and during the continuance of any Lender for Default, any Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants consultant for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing 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 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 Agreement, the Commitment Letter dated November 6, 2007 among the Borrower, the Administrative Agent and XX Xxxxxx Securities, Inc., or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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 and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, ; provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. To the extent that a Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To the extent permitted by applicable Law, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrower.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all Lender, including the reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)as determined by a court of law in a final non-appealable judgment, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed or the breach of this Agreement by the parties hereto that Indemnitee, including without limitation, the indemnity obligations failure of the Domestic Borrower under the Indemnitee to make advances pursuant to its Commitment Letter are superseded to the extent described in this Agreement. breach of its obligations hereunder. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly not later than ten (10) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of one primary law firm as counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect to the financing contemplated by this Agreement, the preparation and administration thereto) of this Agreement or and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative any Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Loan Document, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Each Borrower shall indemnify the Administrative AgentTHE BORROWER SHALL INDEMNIFY EACH AGENT, the Issuing Lender and each LenderTHE ARRANGERS, and each Related Party of any of the foregoing Persons THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (each such Person being called an EACH SUCH PERSON BEING CALLED AN “IndemniteeINDEMNITEE”) againstAGAINST, and hold each Indemnitee harmless fromAND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, any and all lossesANY AND ALL LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities and related expensesPENALTIES, including the feesLIABILITIES AND RELATED EXPENSES, charges and disbursements of any counsel for any IndemniteeINCLUDING THE FEES, incurred by or asserted against any Indemnitee arising out ofCHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, in connection withINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, or as a result of IN CONNECTION WITH, OR AS A RESULT OF (i) the execution or delivery of this Agreement or any agreement or instrument contemplated herebyTHE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated herebyTHE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)THE FAILURE OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their SubsidiariesANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesDOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, or (iv) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS ANY LOAN OR LETTER OF CREDIT OR THE INTENTION USE OF THE PARTIES HERETO THAT EACH PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE INDEMNITEES BE INDEMNIFIED DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE CASE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, (viii) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY, (ix) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (x) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS OWN NEGLIGENCE SUBSIDIARIES, (xi) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xii) ANY OTHER THAN GROSS NEGLIGENCE)ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiii) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH NEGLIGENCE IS INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONTRIBUTORYCONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, IMPUTEDWHETHER AN AFFIRMATIVE ACT OR AN OMISSION, JOINT INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to any Agent, the Administrative Agent Arrangers or the Issuing Lender Bank under paragraph (aSection 12.03(a) or (b) of this Section), each Lender severally agrees to pay to such Agent, the Administrative Agent Arrangers or the Issuing 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 Arrangers or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 12.03 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Agent 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 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their its Subsidiaries, or (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC or (v) any actual or 45 prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)ii) arise from a breach of this Agreement by such Indemnitee. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee's legal defense of such claim; PROVIDED, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYHOWEVER, ACTIVE OR PASSIVEthan an Indemnitee's failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded and only to the extent described in this Agreement. that, such failure materially prejudices the Borrower. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor parties shall not assert, and each hereby waives, any claim against any Indemniteeother 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the any Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, the each Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the any Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 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. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, any Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, such Issuing Bank or the Issuing 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 the Administrative Agent Agent, such Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by of the Administrative Agent and its Affiliates, including the fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, Arranger incurred in connection with the syndication of the credit facilities provided for hereinFacilities and the preparation, due diligence undertaken by execution, delivery, administration, amendment or waiver of the Loan Documents (including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent with respect to and the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummatedArranger), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative AgentAgent and the Lenders (including the fees, disbursements and other charges of one counsel to the Issuing Lender or Administrative Agent and the Lenders and, if necessary, one local counsel in any Lender, relevant jurisdiction) in connection with the enforcement or protection of its and their rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Credit Document, including its rights under this SectionSection 9.04, 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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Arranger 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 one counsel to the Indemnitees (and, if a conflict of interest exists, one additional counsel to the Indemnitees and, if necessary, one local counsel in any counsel for any Indemniteerelevant jurisdiction), 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 Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to this Agreement or any other Credit Document of their respective obligations hereunder or 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 of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their its Restricted Subsidiaries, or (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a Sanction enforced by OFAC or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE ii) arise from a breach in bad faith of this Agreement by such Indemnitee or (OTHER THAN GROSS NEGLIGENCE)y) solely relate to any dispute solely among the Indemnitees that does not involve the Borrower or any of its Affiliates. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee’s legal defense of such claim; provided, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYhowever, ACTIVE OR PASSIVEthan an Indemnitee’s failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded and only to the extent described in this Agreement. that, such failure materially prejudices the Borrower. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this SectionSection 9.04, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof. (d) Without limiting the Borrower’s obligations in clause (b) above, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To to the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor parties shall not assert, and each hereby waives, any claim against any Indemniteeother 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 9.04 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its Affiliates, their Affiliates (including due diligence expenses and the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, ) in connection with the arrangement and syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementpreparation, the preparation execution, delivery and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses and charges of the Administrative Agent in connection with any evaluations of Collateral conducted by it, (iii) all reasonable out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder and (iiiiv) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the any Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agenteach Agent and Arranger, the each Issuing Lender 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 Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the any Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 primarily from the gross negligence negligence, wilful misconduct or willful misconduct bad faith of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent any Agent, Arranger or the Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Agent, Arranger or the Issuing LenderBank, as the case may be, such Lender’s pro rata share 's Applicable Percentages (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 the Administrative Agent such Agent, Arranger or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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, any other Loan Document or any agreement or instrument contemplated herebyhereby 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the 103 of 120 80 76 reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) after an Event of Default has occurred, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. 104 of 120 81 77 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing LenderBank, 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 the Administrative Agent or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly not later than 10 days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Syndication Agent, the Arrangers and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants other advisors and professionals for the Administrative Agentsuch Persons, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementinvestigation, the preparation preparation, negotiation, documentation, collection and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, any Arranger, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or Syndication Agent, any Lender and all other reasonable out-of-pocket expenses of the Administrative AgentArranger, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Agreement, including its rights under this SectionSection 9.3, 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) Each The Borrower shall indemnify the Administrative Agent, the Syndication Agent, each Arranger, the Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Syndication Agent, any Arranger, the Issuing Bank or the Issuing Swingline Lender under paragraph (aSection 9.3(a) or (b) of this Section), each Lender severally agrees to pay to the Administrative Agent Agent, the Syndication Agent, any Arranger, the Issuing Bank or the Issuing 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 the Administrative Agent Agent, the Syndication Agent, the applicable Arranger, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and parties hereto agrees for the benefit of each Guarantor other party hereto 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 9.3 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any Borrowing Subsidiary Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of no more than one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, Agent and one counsel for the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses Lenders (unless representation of the Administrative AgentLenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Issuing Lender or any LenderLenders shall have right to separate counsel, at the expense of the Company) in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Borrowing Subsidiary 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 result from the gross negligence or willful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing LenderAgent, 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 the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Lender Bank or any Lender for Lender, including the reasonable fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the any Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Loan Document, including its rights under this Section, or in connection with the Revolving 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 Revolving Loans or Letters of Credit. (b) Each Borrower shall The Company agrees to indemnify the Administrative Agent, the Issuing each 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 this Agreement or any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Revolving Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the any Issuing Lender 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 any transaction in which such proceeds are used, (iii) any actual or alleged presence or release Environmental Release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers Company or any of their Subsidiariesits Subsidiaries or Affiliates, or any Environmental Liability related in any way to the Borrowers Company or any of its Subsidiaries or Affiliates or their Subsidiariesrespective predecessors, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; thereto and whether (v) any civil penalty or not caused fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the ordinary, sole Administrative Agent or contributory negligence any Lender as a result of conduct of any Indemnitee, Borrower that violates a sanction enforced by OFAC.; provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the any Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the such Issuing 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 the Administrative Agent or the such Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee 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 (including Intralinks, SyndTrak or similar 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its AffiliatesLender, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentLender (including counsel employed in-house by the Lender), in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with Lender, including the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, Lender (including counsel employed in-house by the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender), in connection with the enforcement or protection of its rights against any Borrower in connection with this Agreement during or the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Loan Documents, including its rights against any Borrower under this Section, or against any Borrower in connection with the Loans made hereunder or Letters of Credit issued hereunderany Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCollateral. (b) Each Borrower The Borrowers shall indemnify the Administrative Agent, the Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons Lender (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all 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 Agreement, any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or 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 of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their SubsidiariesBorrower, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesBorrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. To the extent that a Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (ac) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (d) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants the Restructuring Advisor for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, Intralinks (and related expenses) and the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative AgentAgent or, after an Event of Default shall have occurred and be continuing hereunder, any Lender, including the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants the Restructuring Advisor for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, JPMorgan Chase Bank, N.A., as administrative agent under the Issuing Lender Original Revolving Credit Facility Agreement, UBS AG, Stamford Branch, as administrative agent under the Original Term Loan Credit Agreement and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called Person, 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 claims (other than a claim by the Borrower or any of its Affiliates) relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the First Lien 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on on, from or from to any property currently or formerly owned or operated by the Borrowers Borrower, Holdings or any of their respective Subsidiaries, or any Environmental Liability related in any way way, directly or indirectly, to the Borrowers Borrower, Holdings or any of their respective Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, the First Lien Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay Credit Parties jointly and severally agree to pay, or reimburse the Agent or the Lenders, as applicable, for paying, (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentSpecial Counsel, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Agent or any demand for payment thereunder and (iii) all Lender, including the reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the investigation, enforcement or protection of its rights in connection with this Agreement during and the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Loan Documents, including its rights under this SectionSection 11.3, or in connection with the Term Loans made hereunder following a Default or Letters Event of Credit issued hereunderDefault, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect thereof, and (iv) all Other Taxes levied by any Governmental Authority in respect of such Loans this Agreement or Letters any of Creditthe other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby or by any other Loan Document or any other document referred to therein. (b) Each Borrower shall The Credit Parties jointly and severally agree to indemnify the Administrative Agent, the Issuing Lender Agent 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 reasonable fees, charges and disbursements of any counsel for any IndemniteeIndemnitee and settlement costs, 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 Agreement, the other Loan Documents or any agreement or instrument contemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions transactions contemplated hereby or any other transactions contemplated herebyhereby or thereby, (ii) any Term Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesBorrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower fails the Credit Parties fail to pay any amount required to be paid by it them to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this SectionSection 11.3, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereofIn the event that the Lenders are required to reimburse the Agent for any amounts pursuant to this Section 11.3(c), a Lender’s “pro rata share” the Agent shall be determined based upon its share use reasonable efforts to continue to pursue collection of such amounts from the sum of Credit Parties and shall reimburse the total Revolving Lenders to the extent any such amounts are ultimately recovered from the Credit Exposure and unused Revolving Loan Commitments at the time. Parties. (d) To the extent permitted by applicable Lawlaw, each none of the Borrowers and each Guarantor Credit Parties shall not assert, and each Credit Party 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, the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby, the Transactions, any Term Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 11.3 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall agree to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Co-Administrative Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agenttheir respective counsel, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, and the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder related thereto and (iii) all reasonable out-of-pocket expenses incurred by the Administrative AgentCollateral Agent under the Guarantee and Collateral Agreement, the any Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable outCo-of-pocket expenses of the Administrative Agent, the any Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during Agreement, and the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof), other 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) Each Borrower shall The Borrowers agree to indemnify the Administrative Agent, the Co-Administrative Agent, each Issuing Lender 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 by any Borrower or any Grantor of this Agreement or Agreement, the other Loan Documents and any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto any Borrower or any Grantor of their respective obligations hereunder and under the other Loan Documents 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. To the extent that a Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To the extent permitted by applicable Law, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrower.transactions

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, each Arranger and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative AgentAgent and each Arranger, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby Transactions shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the any Arranger, any Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the any Arranger, any Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during and the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other 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. (b) Each The Borrower shall indemnify the Administrative Agent, the each Arranger, each Issuing Lender 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 (including, without limitation, any civil penalties or fines assessed by OFAC), 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations 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 the any Issuing Lender 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 Property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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, by the Borrower, by any other Borrower Party or by the General Partner, and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 solely from the gross negligence or willful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, any Arranger or the any Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, such Arranger or the such Issuing LenderBank, as the case may be, such Lender’s pro rata share Ratable Portion (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 Agent, such Arranger or the such Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable LawGovernmental Requirements, each of the Borrowers and each Guarantor no Borrower 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 or any agreement or instrument contemplated hereby, 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 promptly no later than three Business Days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, Affiliates (including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, ) in connection with the syndication and distribution (including, without limitation, via the internet or through a Platform) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementpreparation, the preparation negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for (including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan Document, including its rights under this SectionSection 9.03, or (B) 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) Each The Borrower shall indemnify the Administrative AgentAgent (or any sub-agent thereof), the Issuing Lender 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, 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 any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender under paragraph (aSection 9.03(a) or (b) of this Section9.03(b), each Lender severally agrees to pay to the Administrative Agent Agent, and each Revolving Lender severally agrees to pay to the Issuing Bank or the Issuing 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 the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby 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 promptly not later than fifteen (15) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 there from (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their SubsidiariesSubsidiary, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to (i) the Administrative Agent Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Issuing Bank or the Issuing 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 the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro and (ii) the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay its pro-rata share” shall be determined based upon its share of such amount to the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. Administrative Agent. (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten 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 Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by of the Administrative Agent and its Affiliates, including the fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, Arrangers incurred in connection with the syndication of the credit facilities provided for hereinFacilities and the preparation, due diligence undertaken by execution, delivery, administration, amendment or waiver of the Loan Documents (including the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent with respect to and the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummatedArrangers), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative AgentAgent and the Lenders (including the fees, disbursements and other charges of one counsel to the Issuing Lender or Administrative Agent and the Lenders and, if necessary, one local counsel in any Lender, relevant jurisdiction) in connection with the enforcement or protection of its and their rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)other Credit Document, including its rights under this SectionSection 9.04, 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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Arrangers 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 one counsel to the Indemnitees (and, if a conflict of interest exists, one additional counsel to the Indemnitees and, if necessary, one local counsel in any counsel for any Indemniteerelevant jurisdiction), 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 Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to this Agreement or any other Credit Document of their respective obligations hereunder or 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 (including any refusal by the any Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their its Restricted Subsidiaries, or (iv) any civil penalty or fine assessed by any Governmental Authority against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a Sanction enforced by such Governmental Authority or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any other Loan Party and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of such Indemnitee or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE ii) arise from a breach in bad faith of this Agreement by such Indemnitee or (OTHER THAN GROSS NEGLIGENCE)y) solely relate to any dispute solely among the Indemnitees that does not involve the Borrower or any of its Affiliates. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee’s legal defense of such claim; provided, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYhowever, ACTIVE OR PASSIVEthan an Indemnitee’s failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded and only to the extent described in this Agreement. that, such failure materially prejudices the Borrower. (c) To the extent that a the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this SectionSection 9.04, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof. (d) Without limiting the Borrower’s obligations in clause (b) above, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To to the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor parties shall not assert, and each hereby waives, any claim against any Indemniteeother 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section 9.04 shall be payable promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the any Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the any Issuing Lender Bank or any Lender for (including the fees, charges and disbursements of one primary law firm as counsel, and one additional local counsel as needed and consultants in each applicable jurisdiction, for the Administrative Agent, and one additional counsel for the Issuing Lender or any Lender Banks and all the Lenders other reasonable out-of-pocket expenses than JPMorgan Chase Bank, N.A. and additional counsel in light of actual or potential conflicts of interest or the Administrative Agent, the Issuing Lender availability of different claims or any Lenderdefenses), in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan 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 any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Each The Borrower shall indemnify the Administrative Agent, the each Issuing Lender 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 Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder 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 the any Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 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. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, any Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, and each Revolving Lender severally agrees to pay to any Issuing Bank or the Issuing 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 the Administrative Agent Agent, any Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby 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 promptly not later than fifteen (15) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agentcounsel, in connection with the syndication of the credit facilities provided for herein, the due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementdiligence, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender 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 the Administrative Agent, the any Issuing Lender Bank or any Lender for Lender, including the reasonable fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the any Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the lawful enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 reasonable fees, charges and disbursements of any counsel for any Indemnitee, 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Commitments, any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the an Issuing Lender 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 owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the any Issuing Lender Bank under paragraph (a) or (b) of this SectionSection (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent or the such Issuing 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 the Administrative Agent or the such Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-out of pocket costs and expenses incurred by the Administrative Agent and its AffiliatesRelated Parties, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendmentseach Transaction Document, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-out of pocket costs and expenses incurred by any Lender, including the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender any consultant or any Lenderexpert witness fees and expenses, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Transaction Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-reasonable out of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing each Lender and each Lender, and each Related Party of any of the foregoing Persons thereof (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 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 any Transaction Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Transaction Documents of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)thereof, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower or any Subsidiary fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this SectionSection 8.18, each Lender severally agrees to pay to the Administrative Agent or an amount equal to the Issuing Lenderproduct of such unpaid amount multiplied by a fraction, as the case may be, numerator of which is the outstanding ------------- principal balance of such Lender’s pro rata share 's Loans and the denominator of which is the outstanding principal balance of all Lenders' Loans (in each case 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 outstanding Loans at such time, as of such unpaid amount; the last time at which any Lender had any outstanding Loans), 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 and actual damages) arising out of, in connection with, or as a result of, this Agreement any Transaction Document or any agreement agreement, instrument or instrument other document contemplated herebythereby, the Transactions, any transactions contemplated by the Loan or Letter of Credit Documents or the use of the proceeds thereof. . (e) All amounts due under this Section shall be payable promptly but in no event later than ten days after receipt of a request therefore by any Borrower.written demand therefor. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW] LOAN AND WARRANT AGREEMENT --------------------------

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel (and consultants one local counsel in each applicable jurisdiction) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the reasonable fees, charges and disbursements of one primary law firm as counsel, counsel (and one local counsel as needed and consultants in each applicable jurisdiction) for the Administrative Agent, Agent and the Issuing Bank and one additional counsel for all of the Lenders (and additional counsel as any Lender or any Lender and all other reasonable out-of-pocket expenses group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the Administrative Agent, the Issuing Lender availability of different claims or any Lenderdefenses), in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan 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 any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Bank, each Syndication Agent, each Documentation 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 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 any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder 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 the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed y) a material breach by such Indemnitee of its express contractual obligations under the Loan Documents pursuant to a claim made by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. Borrower. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent Agent, the Issuing Bank or the Issuing 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 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 the Administrative Agent Agent, the Issuing Bank or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby 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 promptly not later than thirty (30) days after receipt written demand therefor supported by reasonable detail of a request therefore by any Borrowerthe amounts so demanded.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender Bank or, after the occurrence and all other reasonable out-of-pocket expenses during the continuation of the Administrative Agentan Event of Default, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not and any waiver or forbearance has been granted in respect thereof)other Loan 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 any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder 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 the Issuing Lender 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 owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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) a claim initiated by the Company against such Indemnitee for a material breach by such Indemnitee of its obligations under this Agreement or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE z) any disputes solely among Indemnitees (OTHER THAN GROSS NEGLIGENCE)other than (A) claims against any of the Administrative Agent or the Lenders or any of their Affiliates in its capacity or in fulfilling its role as the Administrative Agent, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYIssuing Bank, ACTIVE OR PASSIVEa lead arranger, IMPUTED, JOINT OR TECHNICALa bookrunner or any similar role under this Agreement and (B) claims arising as a result of an act or omission by the Company or any of its Affiliates). It is agreed by the parties hereto This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 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 the Administrative Agent or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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, in each case, for direct or actual damages resulting from such Indemnitee’s gross negligence or willful misconduct, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. . (e) All amounts due under this Section shall be payable promptly not later than fifteen (15) days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by each Agent, the Administrative Syndication Agent and its their respective Affiliates, including the fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, (x) in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and ordinary administration of this Agreement or the Loan Documents, including the reasonable fees, charges and disbursements of a single overall counsel, and appropriate local counsel, including German counsel, for the Agents and (y) in connection with any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Agents, (ii) all reasonable out-of-pocket expenses incurred by the either Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative either Agent, the either Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative either Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Syndication Agent, the either Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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, PROVIDED that the Lenders shall bear the cost and expense of any visit or inspection pursuant to Section 5.08 unless a Default shall have occurred and be continuing. (b) Each Borrower The Company shall indemnify the Administrative each Agent, the Syndication Agent, each Issuing Lender 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 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 in connection with (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the an Issuing Lender 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 owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their its Subsidiaries, or (iv) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to either Agent, the Administrative Agent Syndication Agent, either Issuing Bank or the Issuing either Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Agent, the Administrative Agent Syndication Agent, such Issuing Bank or the Issuing 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 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 Syndication Agent, such Issuing Bank or the Issuing 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 Credit Exposure Exposures, outstanding Term Loans and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly not later than three Business Days after receipt of a request therefore by any Borrower.written demand therefor. 119 113

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its Affiliates, their respective Affiliates (including due diligence expenses and the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, Agent and the Arranger) in connection with the arrangement and syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreementpreparation, the preparation execution, delivery and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all reasonable out-of-pocket expenses incurred by and charges of the Issuing Lender Arranger in connection with the issuance, amendment, renewal or extension any evaluations of any Letter of Credit or any demand for payment thereunder Collateral conducted by it; and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Arranger 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 Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their Subsidiaries, Subsidiary or any Environmental Liability related in any way to the Borrowers Borrower or any of their Subsidiaries, 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 and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 primarily from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing LenderArranger, 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 the Issuing Lender Arranger in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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, any other Loan Document or any agreement or instrument contemplated hereby, 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 promptly after receipt delivery to the Borrower of a request therefore by any Borrowerreasonably detailed statement therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any Borrowing Subsidiary Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of no more than one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, Agent and one counsel for the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses Lenders (unless representation of the Administrative AgentLenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Issuing Lender or any LenderLenders shall have right to separate counsel, at the expense of the Company) in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Borrowing Subsidiary 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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or 62 68 any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 result from the gross negligence or willful wilful misconduct of such Indemnitee Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly not later than 5 Business Days after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Bank or any Lender for feesLender, charges including the fees and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender 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 fees 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender 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 owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing LenderBank, 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 the Administrative Agent or the Issuing Lender Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay or reimburse the Administrative Agent and the Auction Agent for paying (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Auction Agent and its their respective Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent and the Auction Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender 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 the Administrative Agent, the Auction Agent, the Issuing Lender Bank or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each To the fullest extent not prohibited by law, the Borrower shall indemnify the Administrative Agent, the Auction Agent, the Issuing Lender 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 any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their SubsidiariesTHE ISSUANCE, or any Environmental Liability related in any way to the Borrowers or any of their SubsidiariesAMENDMENT, or RENEWAL, EXTENSION OR TRANSFER OF ANY LETTER OF CREDIT, OR ANY PAYMENT, OR ANY REFUSAL OR FAILURE BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT, UNDER ANY LETTER OF CREDIT, (iv) any and all Environmental Claims and Environmental Liabilities, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL)Indemnitee. It is agreed by the parties hereto that the indemnity The obligations of the Domestic Borrower under this Section shall survive the Commitment Letter are superseded termination of this Agreement and the repayment of the Loans. Any amount to be paid under this Section by the Borrower to the extent described in this Agreement. Administrative Agent, the Auction Agent, the Issuing Bank or any Lender shall be a demand obligation owing by the Borrower to the Administrative Agent, the Auction Agent, the Issuing Bank or such Lender and shall bear interest from the date of expenditure until paid at a rate per annum equal to the Alternate Base Rate plus 2%. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent. the Auction Agent or the Issuing Lender Bank under paragraph PARAGRAPHS (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. To the extent permitted by applicable Law, each of the Borrowers and each Guarantor 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. All amounts due under this Section shall be payable promptly after receipt of a request therefore by any Borrower.or

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any Borrowing Subsidiary Agreement or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and 114 107 disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)Borrowing Subsidiary Agreement, including its rights under this SectionSection , 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) Each Borrower The Company shall indemnify the Administrative Agent, the Issuing Lender 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 or delivery of this Agreement or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Company or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Company or any of their 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; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Swingline Lender under paragraph (a) or (b) of this SectionSection , each Lender severally agrees to pay to the Administrative Agent or the Issuing Swingline Lender, as the case 115 108 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 the Administrative Agent or the Issuing Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 or any Borrowing Subsidiary Agreement or any agreement or instrument contemplated herebyhereby 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit Administrative Agent or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Lender, including the Administrative Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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) Each The Borrower shall indemnify the Administrative Agent, the Issuing Lender Agent 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 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 agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers Borrower or any of their its Subsidiaries, or any Environmental Liability related in any way to the Borrowers Borrower or any of their its Subsidiaries, or (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)ii) arise from a breach of this Agreement by such Indemnitee. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee's legal defense of such claim; PROVIDED, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORYHOWEVER, ACTIVE OR PASSIVEthan an Indemnitee's failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded and only to the extent described in this Agreement. that, such failure materially prejudices the Borrower. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing 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, but without affecting Borrower's obligations to make such payment; 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 the Administrative Agent or the Issuing Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor parties shall not assert, and each hereby waives, any claim against any Indemniteeother 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 or any agreement or instrument contemplated hereby, 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 promptly after receipt of a request therefore by any Borrowerwritten demand therefor.

Expenses Indemnity Damage Waiver. (a) The (b) The Borrowers Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative indemnify each Agent, the Issuing Lender or any Lender for fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof), 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) Each Borrower shall indemnify the Administrative Agent, the Issuing Lender 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, claimsliabilities, damages, liabilities and related reasonable out-of-pocket costs or 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) any transaction or proposed transaction (whether or not consummated) in which any proceeds of any borrowing hereunder are applied or proposed to be applied, directly or indirectly, by the execution or delivery of this Agreement Company or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated herebySubsidiary, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender 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 the execution, delivery or alleged presence or release of Hazardous Materials on or from any property owned or operated performance by the Borrowers or any Company and the Subsidiaries of their Subsidiariesthe Loan Documents, or any Environmental Liability related in any way to actions or omissions of the Borrowers Company or any of their Subsidiaries, or (iv) any actual 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 theretoSubsidiary in connection therewith; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimsliabilities, damages, liabilities costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to shall have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or the violation by such Indemnitee of any law or court order applicable to it. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative any Agent or the Issuing Lender Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative such Agent or the Issuing 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 PROVIDED that the unreimbursed expense or indemnified loss, claimliability, damage, liability cost or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent or the Issuing Lender Bank 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 (without duplication) of the total Revolving Credit Exposure Exposures and unused Revolving Loan Commitments at the time. . (d) To the extent permitted by applicable Lawlaw, each of the Borrowers and each Guarantor 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 Loan Agreement or any agreement or instrument contemplated hereby, 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 promptly within 15 Business Days after receipt by the Company of a request therefore by any Borrowerreasonably detailed invoice therefor.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of one primary law firm as counsel and consultants for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, due diligence undertaken by the Administrative Agent with respect to the financing contemplated by this Agreement, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender Agent or any Lender for Lender, including the fees, charges and disbursements of one primary law firm as counsel, local any counsel as needed and consultants for the Administrative Agent, the Issuing Lender or any Lender and all other reasonable out-of-pocket expenses of the Administrative Agent, the Issuing Lender Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement during the existence of a Default or an Event of Default (whether or not any waiver or forbearance has been granted in respect thereof)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 CreditLoans. (b) Each The Borrower shall indemnify the Administrative Agent, the Issuing Collateral Agent, each 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 fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Borrower or any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder 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 the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) 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 the Borrowers Borrower or any of their SubsidiariesSubsidiary, or any other Environmental Liability related in any way to the Borrowers Borrower or any of their 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 theory, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; and whether or not caused by the ordinary, sole or contributory negligence of any Indemnitee, provided further 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 Indemnitee. (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). It is agreed by the parties hereto that the indemnity obligations of the Domestic Borrower under the Commitment Letter are superseded to the extent described in this Agreement. c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Lender Collateral Agent, as the case may be, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing LenderCollateral Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender Collateral Agent, as the case may be, in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposure outstanding Term Loans and unused Revolving Loan 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 Lawlaw, each of the Borrowers and each Guarantor 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 Loan Document or any agreement or instrument contemplated herebythereby, 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 promptly not later than five Business Days after receipt of a request therefore by any Borrowerwritten demand therefor.