Common use of Expenses Indemnity Damage Waiver Clause in Contracts

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

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, against) against third party claims, 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 from such third parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on on, at, to or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, such Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent, such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) each of Holdings, the Borrower and the Indemnitees shall not assert, and each hereby waives, any claim against against, in the case of Holdings and the Borrower, any Indemnitee or, in the case of any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Holdings or the Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, the Loan Documents or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding that the foregoing, nothing contained provisions of this clause (d) shall not be construed to affect in this sentence shall limit Borrowerany way any Indemnitee’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this rights under Section 10.39.03(b). (e) All amounts due under this Section shall be payable not later than 30 days after on written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented, out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agents, its Related Parties (including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, restatements, modifications or waivers (or any proposed amendments, restatements, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable reasonable, documented, out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable reasonable, documented, out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Lender or any Issuing Bank or any Lender, (including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Lender or any Lender, Issuing Bank) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable, documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Issuing Bank, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable, documented, out-of-pocket related expenses, expenses (including the reasonable reasonable, documented fees, charges and disbursements of any (A) one primary counsel for all Indemnitees in any Indemniteeone action and (B) one local counsel in each applicable jurisdiction unless, in each case, in the reasonable opinion of such counsel representation of all Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest owed to any unaffiliated third party) that may be incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby 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, includingor, without limitationin the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, pursuant to Section 2.19the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the actual use or proposed use of the proceeds therefrom (including any refusal by any the applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any action or proceeding relating to Environmental Liability Laws related in any way to a Borrower or any of 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 theory, whether brought by a third party or by Xxxxxxxx any Borrower or any other Loan Party or by any such persons directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) 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 (iiy) arise in connection with result from a claim brought by any issue in litigation commenced by Borrower or any of its Subsidiaries against any an Indemnitee for which breach in bad faith or a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment is entered in its favor on such claim as determined by a court of Borrower or any of its Subsidiaries against such Indemniteecompetent jurisdiction. (c) Each Lender severally agrees To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by the Borrower under paragraph subsection (a) or (b) of this Section 10.3 to be paid by the Borrower to the Administrative Agent and (or any sub-agent thereof), an Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing BankBank or such Related Party, and each as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing Persons acting for the Administrative Agent (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by such sub-agent) or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or an Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundercapacity. (d) To the fullest extent permitted by applicable law, (i) Borrower the parties shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby (including, without limitationor thereby, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof; provided that the foregoing shall not in any way limit the indemnification obligations of the Borrower pursuant to clause (b) above to the extent that such special, except indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with the applicable Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification pursuant to clause (b) above. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such claim arising unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted determined by Persons (other than the Agents a final and the Lenders) to the extent set forth in this Section 10.3nonappealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable not later than 30 days ten Business Days after written demand therefor. (f) The agreements in this Section shall survive the resignation of the Administrative Agent and any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Arrangers Administrative Agent, the Arranger and the Agentstheir respective Affiliates, including including, without limitation, the reasonable and documented fees, disbursements and other charges and disbursements of one firm of counsel for the AgentsAdministrative Agent and the Arranger, taken as a whole, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable documented out-of-pocket expenses incurred by the AgentsAdministrative Agent, the Arranger, any Issuing Bank or any Lender, including including, without limitation, the reasonable and documented fees, disbursements and other charges and disbursements of any one firm of counsel for the Agents Administrative Agent and the Arranger, taken as a whole, and a single local counsel in each relevant jurisdiction and in the case of an actual or any Lenderpotential conflict of interest where the Administrative Agent or the Arranger affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person), in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsDocument, including its rights under this SectionSection 9.3, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable and documented out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the ArrangersArranger, each Issuing Bank, Bank and each Lender, and each Related Party their respective Affiliates and their directors, officers, employees and agents of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damagesdamages and liabilities arising out of or relating to any investigation, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by litigation or asserted proceeding against any Indemnitee arising out of, in connection with, by any third party or as a result of by the Borrower or any other Loan Party related to (i) the execution or delivery of this Agreement, 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 thereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, or (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a courtCredit), in each case having jurisdiction over Issuing Bank in force at time and place of presentment), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or the Borrower or any Affiliate of the Borrower), including the reasonable and documented legal or other out of pocket expenses, fees, charges and disbursements of one counsel for any Indemnitee in connection with the investigation or defense thereof; provided that such indemnity shall not, as to any Indemnitee, be available (v) with respect to Indemnified Taxes or Other Taxes that are indemnifiable under Section 2.16, (w) Excluded Taxes, (x) to the extent that such losses, claims, damages, damages and liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (y) if arising from a material breach by such Indemnitee or one of its Affiliates of its express obligations under this Agreement or any other Loan Document (iias determined by a court of competent jurisdiction by final and non-appealable judgment) arise in connection with or (z) if arising from any issue in litigation commenced dispute between and among Indemnitees that does not involve an act or omission by Borrower Holdings or any of its Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any proceeding against the Administrative Agent, the Arranger, any Indemnitee for which a final judgment is entered Issuing Bank or the Swingline Lender in favor of Borrower or any of its Subsidiaries against such Indemniteetheir respective capacities. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 9.3, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage default in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of thereof); provided that the Loans) be imposed onunreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To Without limiting in any way the indemnification obligations of the Borrower pursuant to Section 9.3(b) or of the Lenders pursuant to Section 9.3(c), to the extent permitted by applicable law, (i) Borrower each party hereto shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee or the Borrower or any of its Subsidiaries, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except . No Indemnitee shall be liable for any such claim damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted determined by Persons (other than the Agents a final and the Lenders) to the extent set forth in this Section 10.3non-appealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section 9.3 shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers each Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable documented out-of-pocket expenses incurred by any Agent, the Agents, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for any Agent, the Agents Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit Credit; provided, however, that in no event shall the Company be required to reimburse the Lenders for more than one counsel to the Administrative Agent (and up to one local counsel in each applicable jurisdiction and regulatory counsel) and one counsel for all of the other Lenders (and up to one local counsel in each applicable jurisdiction and regulatory counsel), unless a Lender or this Agreementits counsel determines that it is impractical or inappropriate (or would create actual or potential conflicts of interest) to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the foregoing. (b) Borrower The Company shall indemnify the Agentseach Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19thereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower arising out of the operations or properties of the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by it to any Agent, the Borrower Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to such Agent, the Administrative Agent and each Issuing BankBank or such Swingline Lender, and each Related Party of any as the case may be, such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee Agent, the Issuing Bank or such Swingline Lender in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoingits capacity as such; and provided further that no Lender shall be liable for the payment of any portion amount by any Lender pursuant to this paragraph (c) shall not relieve the Company of its obligation to pay such liabilitiesamount, obligationsand such Lender shall have a claim against the Company for such amount. For purposes hereof, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent IndemniteeLender’s gross negligence or willful misconduct. The agreements in this Section “pro rata share” shall survive the termination of this Agreement and the payment be determined based upon its share of the Loans sum (without duplication) of the total Exposures and all other amounts payable hereunderunused Commitments at the time. (d) To the extent permitted by applicable law, (i) no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby (includingor thereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 10 days after written demand (accompanied by reasonable back-up documentation) therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Agent and the Agentsits Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the AgentsAgent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses and, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Agent as to the rights and duties of the Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or any demand for payment thereunder, and (iiiiv) all reasonable out-of-pocket expenses incurred by the Agentsany Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit, and (v) all reasonable out-of-pocket fees, charges and expenses of one special bankruptcy counsel for each Secured Swap Party in connection with the structuring and preparation of any Secured Swap Agreement to be entered into after the Petition Date. (b) Borrower shall indemnify the AgentsTHE BORROWER SHALL INDEMNIFY EACH AGENT, the ArrangersTHE ARRANGER, each Issuing BankEACH ISSUING BANK AND EACH LENDER, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT AND EACH RELATED TO PARTY OF ANY NEGLIGENCE 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, againstINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, and hold each Indemnitee harmless fromIN CONNECTION WITH, 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 OR AS A RESULT OF (i) the execution or delivery of this AgreementTHE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, 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 thereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19THE 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 actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a courtTHE FAILURE OF ANY DEBTOR TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, in each case having jurisdiction over Issuing Bank in force at time and place of presentment)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 Borrower or any of its 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 Borrower or any of its SubsidiariesDOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, or (iv) any actual or prospective claimANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, litigationINCLUDING, investigation or proceeding relating to any of the foregoingWITHOUT LIMITATION, whether based on contract(A) ANY REFUSAL BY ANY ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT ISSUED BY SUCH ISSUING BANK IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretoOR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE DEBTORS BY THE DEBTORS, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE DEBTORS OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY ANY DEBTOR WITH ANY ENVIRONMENTAL LAW APPLICABLE TO ANY SUCH DEBTOR, (x) THE PAST OWNERSHIP BY ANY DEBTOR OF ANY OF ITS PROPERTIES OR PAST ACTIVITY ON ANY OF ITS PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE ANY DEBTOR OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY DEBTOR, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY DEBTOR, (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; provided that such indemnity shall notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeLIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent, the Borrower Arranger or any Issuing Bank under paragraph (aSection 12.03(a) or (b) of this Section 10.3 ), each Lender severally agrees to pay to such Agent, the Administrative Agent and each Arranger or such Issuing Bank, and each Related Party of any as the case may be, such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee Agent, the Arranger or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby (includingor thereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section 12.03 shall be payable not later than 30 days after within ten (10) Business Days of written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower The Company shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby (includingor thereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 15 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses (including reasonable expenses incurred in connection with due diligence) incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable out-of-pocket expenses incurred during any workout, workout or restructuring or negotiations (and related negotiations) in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all out-of-pocket losses, claims, damages, liabilities and related reasonable expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee 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 Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19thereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release Release of Hazardous Materials on on, at, to or from any property currently or formerly owned or operated by the Borrower or any of its SubsidiariesSubsidiary, or any other Environmental Liability related in any way to the Borrower or any of its 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 theory, whether brought by a third party or by Xxxxxxxx the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the Borrower’s obligation of the Borrower to do so), ratably according each Lender severally agrees to their respective pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment determined as of the Loanstime that the applicable unreimbursed expense or indemnity payment is sought) be imposed onof 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 Indemnitee the Administrative Agent, the Issuing Bank or the Swingline Lender in any way relating to or arising out its capacity as such. The obligations of the Commitments, Lenders under this Agreement, any paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee Lenders’ obligations under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderparagraph (c)). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement or instrument contemplated hereby (includingthereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days three Business Days after written demand therefortherefor setting forth the basis for such claim in reasonable detail.

Expenses Indemnity Damage Waiver. (a) Borrower shall pay (i) all legal, printing, recording, syndication, travel, advertising and other reasonable out-of-pocket expenses incurred by the Arrangers Agents, the Arranger and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAgents and the Arranger (on a solicitor and his own client basis), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents and each other document or instrument relevant to this Agreement or the 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 any an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) the filing, recording, refiling or rerecording of the Debentures, the Deposit Agreements and the other Security Documents and/or any financing statements relating thereto and all reasonable amendments, supplements and modifications to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of the Debentures, the Deposit Agreements and the other Security Documents, and (iv) all out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, any Issuing Bank or any LenderLender (on a solicitor and his own client basis), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall indemnify the Agents, the Arrangers, each Issuing Bank, the Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable out-of-pocket fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (on a solicitor and his own client basis), 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 Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Financing Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (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 Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity and release 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 (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeIT 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). (c) Each Lender severally agrees To the extent that Borrower fails to pay any amount required to be paid by Borrower to the Borrower Administrative Agent or an Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or such Issuing Bank, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent or such Agent Indemnitee Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Financing Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 thirty (30) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower The Borrowers shall pay pay, without duplication, (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, together with any VAT thereon, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses expenses, together with any VAT thereon, incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, together with any VAT thereon, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower The Borrowers shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, together with any VAT thereon, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Borrowers or any of its their Subsidiaries, or any Environmental Liability related in any way to Borrower the Borrowers or any of its their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretothereto or (v) any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any Borrower in the performance of any of the obligations expressed to be assumed by it in this Agreement; 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 (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrowers fail to pay any amount required to be paid by them to the Borrower Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or the Issuing Bank, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders the Borrowers shall not assert, and hereby waive, any claim against Borrowerany Indemnitee, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) The Borrowers shall pay all stamp, registration and other taxes to which this Agreement or any judgment given in connection herewith is or at any time may be subject and shall, from time to time on demand of the Agents, Issuing Bank and Lenders (and their respective Affiliates), indemnify the same, as applicable, against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax. (f) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Agents and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for each of the Agents, in connection with the syndication of the credit facilities provided for herein, due diligence investigation, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-out of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall indemnify the Agents, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (including as a result of any conversion of amounts outstanding hereunder from one currency to another currency as provided hereunder), 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 Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (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 Holdings, the Parent Borrower or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Holdings, the Parent Borrower or any of its 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 brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee. This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or (ii) arise in connection with damages arising from any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteenon-Tax claim. (c) Each Lender severally agrees To the extent that any of Holdings, the Parent Borrower, any of the Subsidiary Term Borrowers or any of the Foreign Subsidiary Borrowers fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Foreign Currency Agent, the Fronting Lender, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the such party’s obligation of the Borrower to do so), ratably according each Lender severally agrees to their respective Applicable Percentage in effect on pay to the date on which indemnification is sought under this Section Administrative Agent, the Foreign Currency Agent, the Fronting Lender, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment determined as of the Loanstime that the applicable unreimbursed expense or indemnity payment is sought) be imposed onof 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 Foreign Currency Agent, the Fronting Lender, the Issuing Bank or the Swingline Lender in its capacity as such; provided further that to the extent indemnification of (i) the Issuing Bank in respect of a Letter of Credit, (ii) the Fronting Lender or (iii) the Swingline Lender is required pursuant to this Section 10.03(c), such Agent Indemnitee in any way relating obligation will be limited to or arising out Revolving Lenders only. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilitiestotal Revolving Exposures, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the outstanding Term Loans and all other amounts payable hereunderunused Commitments at the time. (d) To the extent permitted by applicable law, (i) none of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor. (f) No director, officer, employee, stockholder or member, as such, of any Loan Party shall have any liability for the Obligations or for any claim based on, in respect of or by reason of the Obligations or their creation; provided that the foregoing shall not be construed to relieve any Loan Party of its Obligations under any Loan Document. (g) For the avoidance of doubt, this Section 9.3 shall not apply to any Taxes, except to the extent any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Arrangers and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, the Arrangers and their Affiliates, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan 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 any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsany Agent, any Arranger, Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents such Agent, Arranger, Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or in connection with the Loans made made, the BAs accepted and purchased or the Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, BAs or Letters of Credit or this AgreementCredit. (b) Borrower The Company and the other Borrowers shall indemnify the Agentseach Agent, the ArrangersArranger, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable fees, charges and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facilities provided for herein, (ii) the preparation, execution or delivery of this Agreement, any Credit Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto to the Credit Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (iiiii) any Loan Loan, BA or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iiiiv) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of its Subsidiaries, the Subsidiaries or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought initiated by any Indemnitee or a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced from the breach by Borrower or any such Indemnitee of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor agreements under the Credit Documents (other than unintentional breaches that are immaterial or that are corrected promptly after they come to the attention of Borrower or any of its Subsidiaries against such Indemnitee). Notwithstanding the foregoing, the indemnification obligations of each Borrowing Subsidiary (but not of the Company) under this paragraph (b) will be limited to losses, claims, damages, penalties, liabilities and related expenses directly related to such Borrowing Subsidiary (including the execution, delivery and performance of this Agreement by such Borrowing Subsidiary, the Loans made and Letters of Credit issued for the account of such Borrowing Subsidiary, the use by such Borrowing Subsidiary of the proceeds of such Loans and such Letters of Credit and the other Transactions insofar as they relate to such Borrowing Subsidiary). (c) Each Lender severally agrees To the extent that the Company or any other Borrower fails to pay any amount required to be paid by it to any Agent (or any sub-agent thereof), Issuing Bank or any Related Party of any of the Borrower foregoing (without limiting their obligation to do so), under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to such Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the Administrative case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent and each (or any such sub-agent) or any Issuing BankBank in its capacity as such, and each or against any Related Party of any of the foregoing Persons acting for any Agent (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby such sub-agent) or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment sum of the Loans aggregate Revolving Credit Exposures and all other amounts payable hereunderunused Commitments at the time. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders The Borrowers shall not assert, and hereby waive, any claim against Borrowerany Indemnitee, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document)Loan, the Transactions BA or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and the Agentstheir Affiliates, including the reasonable and documented fees, charges and disbursements of a single counsel for the AgentsArrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any a single counsel (and, if necessary, one local counsel in each applicable jurisdiction, regulatory counsel and one additional counsel for each party in the Agents or any Lenderevent of a conflict of interest), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall The Borrowers shall, jointly and severally, indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of any a single counsel for any Indemniteethe Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of a conflict of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretothereto and whether brought by a Borrower, their respective equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (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 (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower officers, directors, employees or any of its Subsidiaries against such Indemniteecontrolling Persons. (c) Each Lender severally agrees To the extent that the Borrowers fail to pay any amount required to be paid by it to the Borrower Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 9.03, each Lender severally agrees to pay to the Administrative Agent and each Agent, the relevant Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent, such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) Borrower no party hereto shall not assert, and each party hereto hereby waives, any claim against any Indemnitee, other party hereto and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case 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 (includingor thereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof; provided, except for any such claim arising from that this clause (d) shall in no way limit the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity Borrowers’ indemnification obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.39.03. (e) All amounts due under this Section 9.03 shall be payable not later than 30 fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Agents, Administrative Agent in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any one counsel each, in each applicable jurisdiction, for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities (including any Environmental Liability) and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by STX, 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 other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iiiii) any actual or alleged presence presence, Release or release threatened Release of Hazardous Materials on at, onto or from any property currently or formerly owned or operated by STX, the Borrower or any of its SubsidiariesSubsidiary, or any other Environmental Liability related in any way to STX, the Borrower or any of its SubsidiariesSubsidiary, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of theory, whether brought by a third party or by Xxxxxxxx STX, the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph clause (a) or (b) of this Section 10.3 9.03, each Lender severally agrees to pay to the Administrative Agent and each Agent, such Issuing BankBank or such Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, an “Agent Indemnitee”) (to provided that the extent not reimbursed by unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent, such Agent Indemnitee Issuing Bank or such Swingline Lender in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the fullest extent permitted by applicable law, (i) neither STX nor the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement or instrument contemplated hereby thereby (includingincluding the execution, without limitationdelivery and performance by STX and the Borrower of such Loan Document, agreement or instrument), any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof. In addition, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except for any to the extent such claim arising damages resulted from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3Indemnitee. (e) All amounts due under this Section 9.03 shall be payable not later than 30 days promptly after written demand therefor. (f) No director, officer, employee, stockholder or member, as such, of any Loan Party shall have any liability for the obligations of such Loan Party under the Loan Documents or for any claim based on, in respect of or by reason of such obligations or their creation, provided that the foregoing shall not be construed to relieve any Loan Party of its obligations under any Loan Document.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent, each Arranger and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent and each Arranger, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby Transactions shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Arranger, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Arranger, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangerseach Arranger, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties (including, without limitation, any civil penalties or fines assessed by OFAC), 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 other Loan Document, Document or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19Transactions, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit issued by it if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of 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 theory, whether brought by a third party party, by the Borrower or by Xxxxxxxx any other Borrower Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (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 Indemnitee. Paragraph (iib) arise in connection of this Section shall not apply with respect to Taxes other than any issue in litigation commenced by Borrower or Taxes that represent losses, claims, damages, penalties, liabilities and related expenses arising from any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteenon-Tax claim. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent or any Arranger under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Issuing Bankor such Arranger, and each Related Party of any as the case may be, such Xxxxxx’s Ratable Portion (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Indemnitee”) (to or such Arranger in its capacity as such. To the extent not reimbursed by that the Borrower and without limiting the obligation fails to pay any amount required to be paid by it to any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to such Issuing Bank such Xxxxxx’s Ratable Portion (determined as of the Borrower to do so)time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, ratably according to their respective Applicable Percentage in effect on claim, damage, liability or related expense, as the date on which indemnification is sought under this Section (orcase may be, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable lawGovernmental Requirements, (i) no Borrower Party shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not no later than 30 days three (3) Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Agents and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and or the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, (including the reasonable fees, charges and disbursements of any counsel for counsel) incurred by any Agent, and, following and during the Agents or continuance of an Event of Default, the Issuing Bank and/or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this Agreement. (b) Borrower Credit. The Company shall indemnify the Agentseach Agent, each Arranger, each Syndication Agent, each Documentation Agent, the Arrangers, each Issuing Bank, Bank and each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related 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, any other Loan Document, Company or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19Subsidiary, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), or (iii) any actual the execution, delivery or alleged presence or release performance by the Company and the Subsidiaries of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiariesthe Loan Documents, or any Environmental Liability related in any way to Borrower actions or omissions of the Company or any Subsidiary in connection therewith (and, in the case of its Subsidiariesany such loss, liability, cost or (iv) expense arising out of any actual or prospective claim, litigation, investigation or other proceeding, regardless of whether such proceeding relating to shall have been commenced by the Company, any Subsidiary of the foregoing, whether based on contract, tort Company or any other theory and regardless of whether brought by a third party Person or by Xxxxxxxx and regardless of whether any Indemnitee is shall be a party thereto); 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 (i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (cb) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by it to any Agent or the Borrower Issuing Bank or any of their Related Parties under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to such Agent or the Administrative Agent and each Issuing Bank, and each or such Related Party of any Party, as the case may be, such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed loss, an “Agent Indemnitee”) (to liability, cost or expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee or the Issuing Bank (or such Related Party) in any way relating to or arising out its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Commitments, this Agreement, any sum (without duplication) of the other Loan Documents or any documents contemplated by or referred to herein or therein or total Exposures and unused Commitments at the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundertime. (dc) To the extent permitted by applicable law, (i) Borrower the Company shall not assert, and the Company hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, (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) 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 (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (ed) All amounts due under this Section shall be payable not later than 30 days within 15 Business Days after written demand receipt by the Company of a reasonably detailed invoice therefor.

Expenses Indemnity Damage Waiver. (a) Borrower shall The Borrowers agree, jointly and severally, to pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Arrangers, the Agents and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the Arrangers and the Agents, in connection with the syndication of the revolving credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsany Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall The Borrowers agree, jointly and severally, to indemnify the Agentseach Arranger, the Arrangerseach Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, with or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingforegoing (each a “Proceeding”), regardless of whether any Indemnitee is a party to a Proceeding, whether a Proceeding is brought by a third party or by a Borrower or any of its Affiliates or whether a Proceeding is based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretotheory; 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 wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any a Related Party of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Revolving Lender severally agrees to the extent that the Borrowers fail to pay any amount required to be paid by them to any Agent, any Issuing Bank or the Borrower Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, to pay to such Agent, such Issuing Bank or the Administrative Agent and each Issuing BankSwingline Lender, and each Related Party of any as the case may be, such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee Agent, Issuing Bank or Swingline Lender in any way relating to or arising out its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or total Revolving Credit Exposures and unused Commitments at the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundertime. (d) To the extent permitted by applicable law, (i) Borrower the Borrowers shall not, and shall not assertpermit their Subsidiaries to, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case 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 (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) . All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor. (e) Notwithstanding any reference in paragraph (a) or (b) of this Section to the joint and several liability of the Borrowers, each Swiss Borrowing Subsidiary shall be liable under this Section 10.03 only for amounts attributable directly to such Swiss Borrowing Subsidiary and its own direct or indirect Subsidiaries.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such any Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteebetween Indemnitees. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or the Issuing Bank, and each Related Party of any as the case may be, such Lender's Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor. (f) Each Indemnitee shall give prompt notice to the Borrower of any claim for indemnification under this Section 9.03 by such Indemnitee and shall consult with the Borrower in the conduct of such Indemnitee's legal defense of such claim; provided, however, that 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, and only to the extent that, such failure materially prejudices the Borrower.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Arrangers and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, the Arrangers, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, the Syndication Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable 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 (ii) arise in connection with damages arising from any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteenon-Tax claim. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or such Issuing Bank, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent or such Agent Indemnitee Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower shall pay The Credit Parties jointly and severally agree to pay, or reimburse the Lender for paying, (i) all reasonable out-of-pocket expenses incurred by the Arrangers Lender and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsSpecial Counsel, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration preparation of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank 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 AgentsLender, any the Issuing Lender, the Cash Management Bank or any Affiliate of the Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Lender, the Issuing Lender, the Cash Management Bank or any Affiliate of the Lender, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents, including its their rights under this SectionSection 10.3, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, 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 Loansthis Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, Letters expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of Credit any security interest contemplated by any Loan Document or this Agreementany other document referred to therein. (b) Borrower shall The Credit Parties jointly and severally agree to indemnify the AgentsLender, the ArrangersIssuing Lender, the Cash Management Bank, each Issuing Bank, and each Lender, Affiliate of the Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any 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, any the other Loan Document, Documents or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19hereby or thereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any the Issuing Bank Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned owned, leased or operated by Borrower any Credit Party or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Borrower any Credit Party or any of its 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 brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) Borrower none of the Credit Parties shall not assert, and each Credit Party hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, the other Loan Documents or any agreement or instrument contemplated hereby (includingor thereby, without limitationthe transactions contemplated hereby, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (ed) All amounts due under this Section 10.3 shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the AgentsAdministrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (iiy) arise in connection with any issue in litigation commenced by Borrower disputes among or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteebetween the Administrative Agent, Lenders, Issuing Bank and/or their respective Related Parties. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and the Agentstheir respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the AgentsAdministrative Agent and the Arrangers, taken as a whole, in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable documented out-of-pocket expenses incurred by the Agents, any Issuing Bank Administrative Agent or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Agents Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxes, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Loans or in connection with the enforcement or protection of its rights under any Loan Document, Letters of Credit including its rights under this Section or this Agreementin connection with the Loans made hereunder. (b) Borrower The Company shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing BankArranger, and each LenderSyndication Agent, each Lender and each Related Party of any of the foregoing Persons (each such Person of the foregoing being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related 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 any 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 Agreementthe credit facilities provided for herein, 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 thereunder or (ii) the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (iiiii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentment)therefrom, (iiiiv) the execution, delivery or performance by the Company and the Subsidiaries of the Loan Documents, or any actual actions or alleged presence or release omissions of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related the Subsidiaries in any way to Borrower or any of its Subsidiaries, connection therewith or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimsliabilities, damages, liabilities costs or related expenses shall have (i) been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Indemnitee, (ii) arise in connection with any issue in litigation commenced resulted from a claim brought by a Borrower against an Indemnitee or any of its Subsidiaries against Related Parties for a material breach in bad faith of such Indemnitee’s obligations hereunder or under any Indemnitee for which other Loan Document, if the Company has obtained a final and nonappealable judgment is entered in its favor on such claim as determined by a court of Borrower 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 Subsidiaries Affiliates and is brought by an Indemnitee against such Indemniteeanother Indemnitee (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against the Administrative Agent or an Arranger in its capacity as such). (c) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by the Borrower it under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Issuing Bank, and each Related Party of any such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed loss, an “Agent Indemnitee”) (to liability, cost or expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in or against any way relating to or arising out of Related Party acting for the Commitments, this Agreement, any of the other Loan Documents Administrative Agent (or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or sub-agent) in connection with any such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment sum of the total Revolving Exposures, outstanding Term Loans and all other amounts payable hereunderunused Commitments at the time (or most recently) in effect. (d) To the extent permitted by applicable law, (i) no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, with or as a result of, of this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except . No Indemnitee referred to in paragraph (b) above shall be liable for any such claim 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 negligence, bad faith or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted determined by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3a final nonappealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable not later than 30 days within 15 Business Days after written demand receipt by the Company of a reasonably detailed invoice therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the closing of the credit facilities provided for herein (including any and all due diligence performed in connection therewith), the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration preparation 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 mortgage taxes and other charges incurred or required to be paid by the Administrative Agent in connection with the Loan Documents, (iii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiiv) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank Bank, or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank, or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred (including any Appraisal costs) during any waivers, workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee as determined by a court of law in a final non-appealable judgment, or (ii) arise the breach of this Agreement by the Indemnitee, including without limitation, the failure of the Indemnitee to make advances pursuant to its Commitment in connection with any issue in litigation commenced by Borrower or any breach of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteeobligations hereunder. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank, or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing Bank, and each Related Party of any or the Swingline Lender, as applicable, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreementthe Issuing Bank, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender, as applicable, in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document)Loan, the Transactions or any Loan or any Letter of Credit Credit, or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the initial syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank or any LenderLC Bank, including the reasonable fees, charges and disbursements of counsel for the LC Bank, in connection with the execution, delivery, administration, modification and amendment of any Letters of Credit to be issued by it hereunder, and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the LC Bank or any Lender, including the fees, charges and disbursements of any counsel for the Agents Administrative Agent, the LC Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or and Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans, Letters of Credit or this Agreementthereof. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the ArrangersSyndication Agent, each Issuing Co-Documentation Agent, the LC Bank, each Lender and each Swingline Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE "INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions transaction contemplated hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentment)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property now, in the past or hereafter owned or operated by Borrower the Borrower, the Guarantor or any of its other Subsidiaries, or any Environmental Liability related in any way to Borrower the Borrower, the Guarantor or any of its other Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent or the LC Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Issuing Bank, and each Related Party of any or the LC Bank such Lender's Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or LC Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) Borrower each party hereto shall not assert, and hereby waives, any claim against any Indemniteeeach other party, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (including, without limitation, any Loan Document)hereby, the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 20 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel and other outside consultants for the AgentsAdministrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agentsany Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsDocument, including its rights under this SectionSection 12.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall indemnify the AgentsTHE BORROWER SHALL INDEMNIFY EACH AGENT, the ArrangersTHE ARRANGERS, each Issuing BankEACH ISSUING BANK AND EACH LENDER, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT AND EACH RELATED TO PARTY OF ANY NEGLIGENCE OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, againstINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, and hold each Indemnitee harmless fromIN CONNECTION WITH, 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 OR AS A RESULT OF (i) the execution or delivery of this AgreementTHE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, 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 thereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19THE 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 actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a courtTHE FAILURE OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, in each case having jurisdiction over Issuing Bank in force at time and place of presentment)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 Borrower or any of its 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 Borrower or any of its SubsidiariesDOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, or (iv) any actual or prospective claimANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, litigationINCLUDING (A) ANY REFUSAL BY AN ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, investigation or proceeding relating to any of the foregoingOR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, whether based on contractNON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto(v) ANY OTHER ASPECT OF THE 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 SUBSIDIARIES, (xi) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiii) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION, ARBITRATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING (WHETHER OR NOT SUCH CLAIM, LITIGATION, INVESTIGATION, ARBITRATION OR PROCEEDING IS BROUGHT BY THE BORROWER OR A GUARANTOR, OR ITS OR THEIR RESPECTIVE EQUITY HOLDERS, AFFILIATES, CREDITORS OR ANY OTHER THIRD PERSON), WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; provided that such indemnity shall notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeLIABILITIES 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) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (aSections 12.03(a) or and (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, Bank and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section 12.03 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that 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 Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section 12.03 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any claim against any Indemniteeother party hereto, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document, or any agreement or instrument contemplated hereby (includingor thereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence clause (d)(ii) shall limit Borrower’s indemnity obligations with respect relieve the Borrower of any obligation it may have to claims indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3a third party. (e) All amounts due under this Section 12.03 shall be payable not later than 30 days promptly after written demand therefor. (f) This Section 12.03 shall not apply to Taxes.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as IntraLinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (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 (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, any Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, penalty, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this AgreementAdministrative Agent, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan 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 any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Collateral Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsCredit Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the ArrangersCollateral Agent, each the Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Credit Document or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19hereby or thereby, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable 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 (ii) arise in connection with damages arising from any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteenon-Tax claim. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Collateral Agent, the Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Collateral Agent, the Issuing BankBank or such Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or such Agent Indemnitee Swingline Lender in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders the Borrowers shall not assert, and hereby waive, any claim against Borrowerany Indemnitee, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days ten Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Agents and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the syndication of the credit facilities provided for herein or the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by the Borrower it to either Agent or any Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to the Administrative pay to such Agent and each or such Issuing Bank, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee or such Issuing Bank, as the case may be, in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of a law firm, as counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement, (ii) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of a law firm, as counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (in the case of clauses (i) and (ii), whether or not the transactions contemplated hereby or thereby shall be consummated), (iiiii) all reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit issued by it or any demand for payment thereunder, and (iiiiv) all reasonable out-of-pocket expenses incurred by the AgentsSwingline Lender in connection with making any Swingline Loan or any demand for payment thereunder, and (v) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank Bank, the Swingline Lender or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Joint Lead Arrangers, each Issuing Bank, the Swingline Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including settlement costs and 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 other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, any Joint Lead Arranger, the Swingline Lender or any Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, such Joint Lead Arranger, the Swingline Lender or such Issuing Bank, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent, such Agent Indemnitee Joint Lead Arranger, the Swingline Lender or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent, the Arranger and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 10.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall indemnify the AgentsTHE BORROWER SHALL INDEMNIFY THE AGENTS, the ArrangersTHE ISSUING BANK, each Issuing BankTHE ARRANGER AND EACH LENDER, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT AND EACH RELATED TO PARTY OF ANY NEGLIGENCE 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, againstINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, and hold each Indemnitee harmless fromIN CONNECTION WITH, 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 OR AS A RESULT OF (i) the execution or delivery of this AgreementTHE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, 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 thereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS 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 ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentINCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its SubsidiariesANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, or any Environmental Liability related in any way to Borrower or any of its SubsidiariesOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, or (iv) any actual or prospective claimTHE FAILURE TO PAY ANY LOAN OR LC DISBURSEMENT DENOMINATED IN AN AVAILABLE CURRENCY, litigationOR ANY INTEREST THEREON, investigation or proceeding relating to any of the foregoingIN THE AVAILABLE CURRENCY IN WHICH SUCH LOAN WAS MADE OR APPLICABLE LETTER OF CREDIT ISSUED, whether based on contractOR (v) ANY ACTUAL OR PROSPECTIVE CLAIM, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretoLITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; provided that such indemnity shall notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses LIABILITIES OR RELATED EXPENSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE (i) 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 (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeOTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE INTERNET, INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THE LOAN DOCUMENTS. THE BORROWER AGREES THAT NO INDEMNITEE SHALL HAVE ANY LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ITS ACTIVITIES RELATED TO THE LOAN DOCUMENTS. FURTHERMORE, TO INDUCE THE LENDERS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT, THE BORROWER AND EACH OF ITS SUBSIDIARIES WAIVE ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE EFFECTIVE DATE AND RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Agents, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 10.03, each Lender severally agrees to pay to such Agents, the Administrative Agent and each Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender's Revolving Credit Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAgents, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationany other Loan Document, the Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section 10.03 shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the AgentsAdministrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (iiy) arise in connection with any issue in litigation commenced by Borrower disputes among or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteebetween the Administrative Agent, Lenders, Issuing Banks and/or their respective Related Parties. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, such Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against the Administrative Agent, such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for indirect, 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 (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of Cravath, Swaine & Mxxxx LLP, counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxes, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Letters of Credit or this Agreement. (b) The Borrower shall agrees to indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party Affiliate of any of them and each of the respective directors, officers, employees, agents and advisors of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and to 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, with or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit Credit, or the actual or proposed use of the proceeds therefrom thereof (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeBUT SHALL BE AVAILABLE TO THE EXTENT THEY ARE DETERMINED TO HAVE RESULTED FROM, IN WHOLE OR IN PART, THE SIMPLE NEGLIGENCE OF SUCH INDEMNITEE). (c) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) the Borrower shall agrees not to assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit Credit, or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (ed) All amounts due under this Section shall be payable not no later than 30 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by each of the Administrative Agent, the Joint Lead Arrangers and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit Credit. Notwithstanding the foregoing, in no event shall Borrower be responsible to pay any costs or this Agreementexpenses of the Administrative Agent or the Lenders related to any assignment or participation of the Loans. (b) The Borrower shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee, or (ii) arise relate solely to disputes among the Lenders and/or the Administrative Agent or (iii) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the breach in connection with any issue in litigation commenced by Borrower or any bad faith of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee’s obligations to the Borrower hereunder. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender’s Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Agents and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for each of the Agents, in connection with the syndication of the credit facilities provided for herein, due diligence investigation, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall indemnify the Agents, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (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 Parent Borrower or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Holdings, the Parent Borrower or any of its 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 brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that Holdings, the Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers fail to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party of any as the case may be, such Lender's pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee the Administrative Agent, the Issuing Bank or a Swingline Lender in any way relating to or arising out its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilitiestotal Revolving Exposures, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the outstanding Term Loans and all other amounts payable hereunderunused Commitments at the time. (d) To the extent permitted by applicable law, (i) none of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor. (f) Neither Heartland nor any director, officer, employee, stockholder or member, as such, of any Loan Party or Heartland shall have any liability for the Obligations or for any claim based on, in respect of or by reason of the Obligations or their creation; provided that the foregoing shall not be construed to relieve any Loan Party of its Obligations under any Loan Document.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent, the Arranger and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 10.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the Arrangers, each Issuing Bank, the Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) 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). No Indemnitee shall be liable for any damages arising from the use by others of any information or (ii) arise other material obtained through the Internet, Intralinks or other similar information transmission systems in connection with the Loan Documents. The Borrower agrees that no Indemnitee shall have any issue liability for any indirect or consequential damages in litigation commenced by Borrower or any of connection with its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteeactivities related to the Loan Documents. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Agents or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 10.03, each Lender severally agrees to pay to such Agents or the Administrative Agent and each Issuing Bank, and each Related Party of any as the case may be, such Lender's Revolving Credit Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Agents or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationany other Loan Document, the Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section 10.03 shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Agents and the Agentstheir Affiliates, including the reasonable fees, charges and disbursements of one counsel in each applicable jurisdiction for each of the Agents, in connection with the syndication of the credit facilities provided for herein, due diligence investigation, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall indemnify the Agents, the Arrangers, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions, the Restatement Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (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 Parent Borrower or any of its SubsidiariesSubsidiary, or any Environmental Liability related in any way to Holdings, the Parent Borrower or any of its 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 brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that Holdings, the Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers fail to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the such party’s obligation of the Borrower to do so), ratably according each Lender severally agrees to their respective Applicable Percentage in effect on pay to the date on which indemnification is sought under this Section Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment determined as of the Loanstime that the applicable unreimbursed expense or indemnity payment is sought) be imposed onof such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or a Swingline Lender in its capacity as such; provided further that to the extent indemnification of (i) the Issuing Bank in respect of a Revolving Letter of Credit or (ii) the Swingline Lender is required pursuant to this Section 10.03(c), such Agent Indemnitee in any way relating obligation will be limited to or arising out Class A Revolving Lenders only. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or total Revolving Exposures, outstanding Tranche B Term Loans, unused Commitments and Tranche B-1 Total Commitment at the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundertime. (d) To the extent permitted by applicable law, (i) none of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, the Restatement Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor. (f) Neither Heartland nor any director, officer, employee, stockholder or member, as such, of any Loan Party or Heartland shall have any liability for the Obligations or for any claim based on, in respect of or by reason of the Obligations or their creation; provided that the foregoing shall not be construed to relieve any Loan Party of its Obligations under any Loan Document.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers each Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of one outside counsel (and any local counsel where appropriate) for the Agents, collectively, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAgent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the Arrangerseach Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by the Borrower it to an Agent, an Issuing Bank or a Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or such Swingline Lender, as the Administrative Agent and each Issuing Bankcase may be, and each Related Party of any such Lender's Applicable Percentage (determined as of the foregoing Persons time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that (eachi) the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee Agent, such Issuing Bank or such Swingline Lender in any way relating to or arising out of the Commitmentsits capacity as such and (ii) if an Issuing Bank separately agrees, this Agreement, any of the other Loan Documents or any documents as contemplated by or referred the last sentence of Section 2.06(f), to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any be subject to a standard of the foregoing; provided care different than that set forth therein, no Lender shall be liable to such Issuing Bank hereunder for the payment any greater amount than would have been due if such Issuing Bank had not agreed to such different standard of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereundercare. (d) To the extent permitted by applicable law, (i) neither FDSI nor the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement or instrument contemplated hereby (including, without limitation, any Loan Document)thereby, the Transactions or the other transactions contemplated hereby, any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the Joint Book Managers and the Joint Lead Arrangers and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of one counsel (plus any local counsel deemed reasonably necessary or desirable by the Administrative Agent) for the Agents, the Joint Book Managers and the Joint Lead Arrangers, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank Lenders 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 upon any Specified Default by the Agents, the Joint Book Managers, the Joint Lead Arrangers or any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Joint Book Managers and the Joint Lead Arrangers or any Issuing Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agentseach Agent, the Arrangerseach Joint Book Manager, each Joint Lead Arranger, each Issuing Bank, Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE "INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise as determined in connection with any issue in litigation commenced a non-appealable final decision made by Borrower or any a court of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteecompetent jurisdiction). (c) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) Borrower no party to this Agreement shall not assert, and each party to this Agreement hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe transactions contemplated hereby, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (ed) All amounts due under this Section shall be payable not later than 30 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agents, its Affiliates (including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan 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 any Issuing the Administrative Agent or the Fronting Bank in connection with the issuance, amendment, renewal or extension Issuance of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Lender or the Fronting Bank or any Lender, (including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Lender or any Lenderthe Fronting Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder and documentary TaxesIssued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent (and any sub-agent thereof), the Arrangers, each Issuing Fronting Bank, and each Lender, and each Related Party of any of the foregoing Persons persons (each such Person person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable fees, charges and disbursements of any counsel for any IndemniteeIndemnitee)(collectively, “Losses”), incurred by any Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Credit Document or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19hereby or thereby, (ii) any Loan or Letter of Credit or the actual use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank the Administrative Agent or the Fronting Bank, as the case may be, 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials Substances on or from any property owned or operated by Borrower or any of its SubsidiariesCredit Party, or any Environmental Liability Claim related in any way to Borrower or any of its 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 and regardless of whether brought by a third party or by Xxxxxxxx theory, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) 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 (iiy) arise in connection with result from a claim brought by any issue in litigation commenced by Borrower or any of its Subsidiaries Credit Party against any an Indemnitee for which breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if such Credit Party has obtained a final and nonappealable judgment is entered in its favor on such claim as determined by a court of Borrower or any of its Subsidiaries against such Indemniteecompetent jurisdiction. (c) Each To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or Section 10.1(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Fronting Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank(or any such sub-agent), and each the Fronting Bank or such Related Party, as the case may be, such Lender’s proportion (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 Fronting Bank in its capacity as such, or against any Related Party of any of the foregoing Persons acting for the Administrative Agent (each, an “Agent Indemnitee”or any such sub-agent) (to or the extent not reimbursed by the Borrower and without limiting the obligation Fronting Bank in connection with such capacity. The obligations of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought Lenders under this Section (or, if indemnification is sought after 10.1(c) are subject to the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such dateprovisions of Section 2.3(d), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the fullest extent permitted by applicable law, (i) Borrower each Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby (including, without limitationor thereby, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except . No Indemnitee shall be liable for any such claim damages arising from the gross negligence use by unintended recipients of any information or willful misconduct of such Indemnitee other materials distributed by it through SyndTrak or Borrower, as applicable; provided that, notwithstanding other information transmission systems in connection with this Agreement or the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than Credit Documents or the Agents and the Lenders) to the extent set forth in this Section 10.3transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 30 days after written by the applicable Credit Party upon demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent, the Arranger and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agents, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 10.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the Arrangers, each Issuing Bank, the Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, Agreement or any other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) 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). No Indemnitee shall be liable for any damages arising from the use by others of any information or (ii) arise other material obtained through the Internet, Intralinks or other similar information transmission systems in connection with the Loan Documents. The Borrower agrees that no Indemnitee shall have any issue liability for any indirect or consequential damages in litigation commenced by Borrower or any of connection with its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteeactivities related to the Loan Documents. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Agents or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 10.03, each Lender severally agrees to pay to such Agents or the Administrative Agent and each Issuing Bank, and each Related Party of any as the case may be, such Lender's Applicable Percentage (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Agents or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationany other Loan Document, the Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section 10.03 shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers each Lead Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Lead Agents (and, if advisable in the reasonable judgment of the Lead Agents, of one local counsel in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Parent and the Borrower shall jointly and severally indemnify the Agents, the Arrangerseach Lead Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (other than the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, 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 thereunder or the consummation of the Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentment)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether not any Indemnitee is a party theretothereto and whether or not such claim, litigation, investigation or proceeding is brought by or on behalf of any Loan Party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (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 (ii) arise in connection with a material breach of any issue in litigation commenced Loan Document by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Parent or the Borrower fails to pay any amount required to be paid by it to a Lead Agent, an Issuing Bank or the Borrower Swingline Lender under paragraph (aSection 9.03(a) or (b), each Lender severally agrees to pay to such Lead Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of this Section 10.3 to such unpaid amount; provided that the Administrative Agent and each Issuing Bankunreimbursed expense or indemnified loss, and each Related Party of any of claim, damage, liability or related expense, as the foregoing Persons (eachcase may be, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsLead Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein such Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) each of the Parent and the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includingother Loan Document, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section 9.03 shall be payable not later than 30 days after written demand the receipt of a reasonably detailed invoice therefor. (f) For the avoidance of doubt, this Section 9.03 shall not apply to any Taxes.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents or Administrative Agent, the Issuing Bank or, after the occurrence and during the continuation of an Event of Default, any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower The Company shall indemnify the AgentsAdministrative Agent, the Arrangers, each Issuing Bank, each Joint Bookrunner (and any assignee thereof) and each LenderLender (including each Co-Syndication Agent and each Co-Documentation Agent), and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Document or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of 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 brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable 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 breach in bad faith by such Indemnitee of its obligations under this Agreement or (iiz) arise any disputes solely among Indemnitees (other than (A) claims against any of the Administrative Agent or the Lenders or any of their Affiliates in connection with its capacity or in fulfilling its role as the Administrative Agent, Issuing Bank, Swingline Lender, a lead arranger, a bookrunner or any issue in litigation commenced similar role under this Agreement and (B) claims arising as a result of an act or omission by Borrower the Company or any of its Subsidiaries against Affiliates). This Section 9.03(b) shall not apply with respect to Taxes other than any Indemnitee for which a final judgment is entered in favor of Borrower Taxes that represent losses, claims or damages arising from any of its Subsidiaries against such Indemniteenon-Tax claim. (c) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by it to the Borrower Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each Agent, the Issuing BankBank or the Swingline Lender, and each Related Party as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Company’s failure to pay any such amount shall not relieve the Company of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage default in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of thereof); provided that the Loans) be imposed onunreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the CommitmentsAdministrative Agent, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) 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 (x) gross negligence, and (iiy) Agents and Lenders shall not assert, and hereby waive, any willful misconduct or (z) breach in bad faith of its obligations under this Agreement pursuant to a claim against Borrowerinitiated by the Company, 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 hereby (includingor thereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers each Initial Lender and the Agentseach Agent, including the reasonable fees, charges and disbursements of counsel for each of the Initial Lenders and Agents, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Agents, any Issuing Bank Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents any Agent or any Lender, in connection with 105 111 the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary TaxesLoans, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans and (iii) all reasonable out-of-pocket expenses of the Initial Lenders and the Agents with respect to syndication of the Loans and Commitments to other Lenders, Letters including printing and travel expenses and reasonable fees, charges and disbursements of Credit counsel for the Initial Lenders or this Agreementthe Agents. (b) The Borrower shall indemnify the Agents, the Arrangers, each Issuing Bank, Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentment)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property at any time owned or operated by Borrower the Borrower, Holdings or any of its other Subsidiaries, or any Environmental Liability related in any way to Borrower the Borrower, Holdings or any of its other Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) have resulted from the gross negligence or willful wilful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Collateral Agent under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Collateral Agent and each Issuing Bank, and each Related Party of any such Lender's pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Collateral Agent Indemnitee in any way relating to or arising out its capacity as such. For purposes hereof, a Lender's "pro rata 106 112 share" shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the total outstanding Loans and all other amounts payable hereunderCommitments at the time. (d) To the extent permitted by applicable law, (i) Borrower none of the Borrower, Vesper or Holdings shall not assert, and each hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this Agreement.Credit. PDC CREDIT AGREEMENT – Page 109 (b) Borrower shall indemnify the AgentsTHE CREDIT PARTIES SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, the ArrangersTHE CO-LEAD ARRANGERS, each Issuing BankTHE ISSUING BANK AND EACH LENDER, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT AND EACH RELATED TO PARTY OF ANY NEGLIGENCE 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, againstINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, and hold each Indemnitee harmless fromIN CONNECTION WITH, any and all lossesOR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THE LOAN DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, 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 other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (iiII) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentINCLUDING 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), (iiiIII) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its SubsidiariesANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY RESTRICTED SUBSIDIARY, or any Environmental Liability related in any way to Borrower or any of its SubsidiariesOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY RESTRICTED SUBSIDIARY, or (ivIV) any actual or prospective claimTHE FAILURE OF THE BORROWER TO DELIVER TO THE ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER REQUIRED DOCUMENTARY EVIDENCE WITH RESPECT TO A PAYMENT MADE BY THE BORROWER FOR TAXES PURSUANT TO SECTION 2.17 OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, litigationLITIGATION, investigation or proceeding relating to any of the foregoingINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, whether based on contractWHETHER BASED ON CONTRACT, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretoTORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; provided that such indemnity shall notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR FROM A CLAIM BROUGHT BY A CREDIT PARTY AGAINST SUCH INDEMNITEE FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS. FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO THE FOREGOING PROVISO “ANY INDEMNITEE” MEANS ONLY THE INDEMNITEE OR INDEMNITEES, AS THE CASE MAY BE, THAT ARE DETERMINED BY SUCH COURT TO HAVE BEEN GROSSLY NEGLIGENT OR TO HAVE ENGAGED IN WILLFUL MISCONDUCT OR BREACHED THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN BAD FAITH AND NOT ANY OTHER INDEMNITEE. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF THE CREDIT PARTIES AND EACH CREDIT PARTY AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (iINCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) resulted from the gross negligence or willful misconduct of such Indemnitee or (iiINDEMNITEE. THIS SECTION 11.03(b) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeSHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN TAXES THAT REPRESENT LOSSES OR DAMAGES ARISING FROM ANY NON-TAX CLAIM. (c) Each Lender severally agrees To the extent that any Credit Party fails to pay any amount required to be paid by it to the Borrower Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage of such unpaid amount with respect to amounts to be paid to the Issuing Bank and such Lender’s Applicable Percentage of such unpaid amount with respect to amounts to be paid to the Administrative Agent (in each Related Party of any case, determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders the Credit Parties shall not assert, and hereby waive, any claim against Borrowerany Indemnitee, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers Arranger, the Administrative Agent and the Agentsits Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank the Letter of Credit Issuer 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 Agents, any Issuing Bank or any LenderLender Party, including the reasonable fees, charges and disbursements of any counsel for the Agents or any LenderLender Party, in connection with the replacement of any Lender pursuant to Section 2.19(b), the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, Documents (including its rights under this Section, ) or in connection with the Loans made or and the Letters of Credit issued hereunder and documentary TaxesCredit, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, the Loans and the Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the Agents, the Arrangers, each Issuing Bank, and each Lender, and each Related Party of any of the foregoing Persons Lender Parties and their respective Related Parties (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Financing Transactions or any other transactions contemplated hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its 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 brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnitee’s gross negligence or willful misconduct of such Indemnitee or misconduct; (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against such indemnity shall not be available to any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 10.3 to the Administrative Agent and each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and or related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or expenses arising out of a proceeding in which such indemnitee and the CommitmentsBorrower are adverse parties to the extent that the Borrower prevails on the merits, this Agreement, any of the other Loan Documents or any documents contemplated as determined by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements (it being understood that nothing in this Section Agreement shall survive preclude a claim or suit by the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, Indemnitee 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 (including, without limitation, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days after written demand therefor.such

Expenses Indemnity Damage Waiver. (a) Borrower The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall indemnify the AgentsTHE CREDIT PARTIES SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, the ArrangersTHE CO-LEAD ARRANGERS, each Issuing BankTHE CO-SYNDICATION AGENTS, and each LenderTHE CO-DOCUMENTATION AGENTS, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)THE ISSUING BANK AND EACH LENDER, WHETHER OR NOT AND EACH RELATED TO PARTY OF ANY NEGLIGENCE 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, againstINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, and hold each Indemnitee harmless fromIN CONNECTION WITH, any and all lossesOR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, 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 other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (iiII) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentINCLUDING 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), (iiiIII) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its SubsidiariesANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY SUBSIDIARY, or any Environmental Liability related in any way to Borrower or any of its SubsidiariesOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY CREDIT PARTY OR ANY SUBSIDIARY, or OR (ivIV) any actual or prospective claimANY ACTUAL OR PROSPECTIVE CLAIM, litigationLITIGATION, investigation or proceeding relating to any of the foregoingINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, whether based on contractWHETHER BASED ON CONTRACT, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretoTORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; provided that such indemnity shall notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED (iA) resulted from the gross negligence or willful misconduct of such Indemnitee or FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE; OR (iiB) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeWITH RESPECT TO THE ABOVE CLAUSE (III) ONLY, FROM A RELEASE (AS HEREINAFTER DEFINED) FIRST OCCURRING AFTER A FORECLOSURE OR DEED IN LIEU OF FORECLOSURE OF THE PROPERTY RESULTING IN LIABILITY UNDER CLAUSE (III) OF THIS SECTION 10.03(b) AND NOT DIRECTLY AND INDIRECTLY RESULTING FROM ANY ACTIONS OR OMISSIONS OF ANY CREDIT PARTY. FOR PURPOSES OF THIS SECTION 10.03(b), THE TERM “RELEASE” MEANS ANY RELEASING, SPILLING, LEAKING, PUMPING, POURING, EMITTING, DISCHARGING, DEPOSITING, CONDUCTING, DRAINING, SEEPING, DUMPING OR DISPOSING OF ANY HAZARDOUS MATERIAL INTO THE ENVIRONMENT. (c) Each Lender severally agrees To the extent that any Credit Party fails to pay any amount required to be paid by it to the Borrower Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage of such unpaid amount with respect to the amounts to be paid to the Issuing Bank and such Lender’s Aggregate Applicable Percentage of such unpaid amount with respect to amounts to be paid to the Administrative Agent (in each Related Party of any case, determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable lawTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CREDIT PARTIES SHALL NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (iAS OPPOSED TO DIRECT OR ACTUAL DAMAGES) Borrower shall not assertARISING OUT OF, and hereby waivesIN CONNECTION WITH, any claim against any IndemniteeOR AS A RESULT OF, and (ii) Agents and Lenders shall not assertTHIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, and hereby waiveTHE TRANSACTIONS, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (including, without limitation, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF. (e) All amounts due under this Section shall be payable not later than 30 ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower shall indemnify the AgentsTHE CREDIT PARTIES SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, the ArrangersTHE CO-LEAD ARRANGERS, each Issuing BankTHE ISSUING BANK AND EACH LENDER, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT AND EACH RELATED TO PARTY OF ANY NEGLIGENCE 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, againstINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, and hold each Indemnitee harmless fromIN CONNECTION WITH, any and all lossesOR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, 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 other Loan Document, or any agreement or instrument contemplated hereby 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 hereby, including, without limitation, pursuant to Section 2.19THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (iiII) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentINCLUDING 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), (iiiIII) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its SubsidiariesANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, or any Environmental Liability related in any way to Borrower or any of its SubsidiariesOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY, or OR (ivIV) any actual or prospective claimANY ACTUAL OR PROSPECTIVE CLAIM, litigationLITIGATION, investigation or proceeding relating to any of the foregoingINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, whether based on contractWHETHER BASED ON CONTRACT, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretoTORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; provided that such indemnity shall notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such IndemniteeLIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. (c) Each Lender severally agrees To the extent that any Credit Party fails to pay any amount required to be paid by it to the Borrower Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage of such unpaid amount with respect to the amounts to be paid to the Issuing Bank and such Lender’s Applicable Percentage of such unpaid amount with respect to amounts to be paid to the Administrative Agent (in each Related Party of any case, determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Issuing Bank in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderits capacity as such. (d) To the extent permitted by applicable lawTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CREDIT PARTIES SHALL NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (iAS OPPOSED TO DIRECT OR ACTUAL DAMAGES) Borrower shall not assertARISING OUT OF, and hereby waivesIN CONNECTION WITH, any claim against any IndemniteeOR AS A RESULT OF, and (ii) Agents and Lenders shall not assertTHIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, and hereby waiveTHE TRANSACTIONS, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (including, without limitation, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF. (e) All amounts due under this Section shall be payable not later than 30 ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Arrangers and the Agentstheir respective Affiliates, including the reasonable fees, charges and disbursements of one counsel in each relevant jurisdiction for the AgentsAdministrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket out‑of‑pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket AMERICAS/0000000000.12022776969.5 98 OUT‑of‑pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the lawful enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower The Company shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing BankArranger, each Syndication Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretothereto or whether brought by any third party or by the Company or any of its Affiliates; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and non‑appealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, (y) a claim by the Company against such Indemnitee for a material breach in bad faith by such Indemnitee of its obligations under this Agreement or (iiz) arise in connection with any issue in litigation commenced by Borrower disputes solely among Indemnitees (other than (A) claims against any of the Administrative Agent or the Lenders or any of their Affiliates in its Subsidiaries against any Indemnitee for which a final judgment is entered capacity or in favor of Borrower fulfilling its role as the Administrative Agent, Arranger or any similar role under this Agreement and (B) claims arising as a result of an act or omission by the Company or its Subsidiaries against such IndemniteeAffiliates). This Section 10.03(b) shall not apply with respect to Taxes other than Taxes that represent losses or damages arising from any non-Tax claim. (c) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by it to the Borrower Administrative Agent (or any agent thereof), any Issuing Bank or the Swingline Lender, or any Related Party of any of the foregoing, under paragraph (a) or (b) of this Section 10.3 (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent and each (or such sub‑agent), such Issuing Bank, and each the Swingline Lender, or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such sub‑agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing Persons for the Administrative Agent (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do soor any such sub‑agent), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein Issuing Bank or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or Swingline Lender in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconductcapacity. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.AMERICAS/0000000000.12022776969.5 99 (d) To the extent permitted by applicable law, (i) no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for (i) 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) 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 (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Administrative Agent, the Arrangers and the Agentstheir respective Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel for the AgentsAdministrative Agent and the Arrangers (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Administrative Agent, the Arrangers and their respective Affiliates taken as a whole) in connection with the syndication of the credit facilities provided for hereinFacility, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents or any LenderAdministrative Agent, the Issuing Banks and the Lenders in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) The Borrower shall indemnify the AgentsAdministrative Agent (and any sub-agent thereof), the Arrangerseach Arranger, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, damages and liabilities (and related expenses, including the reasonable fees, charges and disbursements of any counsel shall reimburse each Indemnitee upon demand for any Indemniteereasonable and documented legal or other expenses incurred by such Indemnitee in connection with investigating or defending any of the foregoing), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, Agreement or any agreement or instrument contemplated hereby or therebyhereby, 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, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (iii) 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 Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party theretoparty; provided that such (i) the foregoing indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are found by a final, non-appealable judgment of a court of competent jurisdiction to arise out of or in connection with (iA) resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee Indemnitee, (B) any material breach of any Loan Document by the party to be indemnified or (C) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an indemnified Person against any other indemnified Person (other than disputes, claims, demands, actions, judgments or suits involving claims against the Administrative Agent in its capacity as such); (ii) arise at the request of the Indemnitee, the Borrower shall assume the defense of any third party claim, including the employment of counsel reasonably acceptable to the Indemnitee and payment of all fees and expenses of such counsel, (iii) each Indemnitee shall consult with the Borrower from time to time at the request of the Borrower regarding the conduct of the defense in connection with any issue such proceeding (other than in litigation commenced by respect of proceedings in which the Borrower or any of its Subsidiaries Affiliates is a party adverse to such Indemnitee or if the Borrower has assumed the defense of any third party claim so long as it shall have notified the Indemnitee thereof and no conflict of interest shall occur); and (iv) the Borrower shall not be obligated to pay an amount of any settlement entered into without its consent. If the Borrower assumes the defense of any third party claim, (A) the Borrower shall have full control of such defense and proceedings, including any compromise or settlement thereof, (B) the Indemnitee shall be entitled, at its own expense, to participate in (but not control) such defense, at its own expense, and (C) the Borrower shall not settle any such claim or action without the prior written consent of the Indemnitees unless such settlement provides for a full and unconditional release of all liabilities arising out of such claim or action against the Indemnitees and does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee. If requested by the Borrower, the Indemnitee for which a final judgment is entered shall cooperate in favor of contesting any third party claim that the Borrower elects to contest. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any of its Subsidiaries against such Indemniteenon-Tax claim. (c) Each Lender severally agrees to pay To the extent permitted by applicable law and without limiting in any amount required to be paid by way the Borrower under Borrower’s reimbursement or indemnification obligations set forth in paragraph (a) or (b) of this Section 10.3 Section, no party hereto shall assert, or permit any of its Affiliates or Related Parties to the Administrative Agent and each Issuing Bankassert, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) Borrower shall not assert, and party hereto hereby waives, any claim against each other such Person (and, in the case of the Borrower, any Indemnitee), and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby (includingor thereby, without limitationthe transactions contemplated hereby, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except . No Indemnitee shall be liable for any such claim damages arising from the use by unauthorized recipients (but Indemnitees shall be liable for damages arising from the use by unintended recipients) of any information or other materials distributed by it through electronic, telecommunications or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby unless such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise out of or in connection with the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3Indemnitee. (ed) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final and non-appealable judicial determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) Borrower The Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers Administrative Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of counsel for the AgentsAdministrative Agent and such Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket expenses incurred by the AgentsAdministrative Agent, any Issuing Bank or or, after the occurrence and during the continuance of any Default, any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit or this AgreementCredit. (b) Borrower The Company shall indemnify the Agents, the ArrangersAdministrative Agent, each Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE "INDEMNITEE, ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (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 Borrower the Company or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower the Company or any of its Subsidiaries, Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether brought by a third party or by Xxxxxxxx and regardless of whether any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are 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 or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) Each Lender severally agrees To the extent that the Company fails to pay any amount required to be paid by it to the Borrower Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or Issuing Bank, and each Related Party of any as the case may be, such Lender's pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; PROVIDED that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Administrative Agent Indemnitee or Issuing Bank in any way relating to or arising out its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilitiestotal Revolving Exposures, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the outstanding Term Loans and all other amounts payable hereunderunused Commitments at the time. (d) To the extent permitted by applicable law, (i) Borrower the Company shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby (includinghereby, without limitationthe Transactions, any Loan Document), the Transactions or any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Arrangers Agent and the Agentsits Affiliates, including the reasonable fees, charges and disbursements of any counsel for the AgentsAgent, in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable reasonable, documented out-of-pocket expenses incurred by any the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable reasonable, documented out-of-pocket expenses incurred by the AgentsAgent, any the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder and documentary Taxeshereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, Loans or Letters of Credit Credit; provided that Section 2.16, and not paragraph (a), shall apply with respect to any Taxes on amounts paid by the Borrower hereunder or this Agreementunder any other Loan Document and to Excluded Taxes and Other Taxes. (b) The Borrower shall indemnify the AgentsAgent, the ArrangersArranger, each the Issuing Bank, Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the syndication of the credit facilities provided for herein, the execution or delivery of this Agreement, any Loan Document or any other Loan Document, or any agreement or instrument contemplated hereby or therebyhereby, 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 hereby, including, without limitation, pursuant to Section 2.19, (ii) any Loan or Letter of Credit or the actual or proposed use of the proceeds therefrom (including any refusal by any 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 whereby such refusal to honor is due to a restriction imposed by any law or regulation of a Governmental Authority or an injunction or other order issued by a court, in each case having jurisdiction over Issuing Bank in force at time and place of presentmentCredit), (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 Borrower or any of its Subsidiariesthe Subsidiaries (provided that the foregoing provision of this sub-clause (iii) shall not apply with respect to any property that was formerly owned or operated by the Borrower or any Subsidiary to the extent that any such losses, claims, damages, liabilities or related expenses, in each case arising from transactions other than the transactions provided for herein, incurred with respect thereto arose from events, circumstances or conditions occurring after such property had been sold, transferred or otherwise disposed of and for which the Borrower or such Subsidiary are not liable or legally responsible under any Environmental Law), or any Environmental Liability related in any way to the Borrower or any of its 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 brought any Indemnitee is a party thereto (and regardless of whether such matter is instituted by a third party or by Xxxxxxxx and regardless of whether the Borrower or any Indemnitee is a party theretoLoan Party); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful wilful misconduct of such Indemnitee Indemnitee; provided, further, that Section 2.16, and not paragraph (b), shall apply with respect to any Taxes on amounts paid by the Borrower hereunder or (ii) arise in connection with under any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemniteeother Loan Document and to Excluded Taxes and Other Taxes. (c) Each Lender severally agrees To the extent that the Borrower fails to pay any amount required to be paid by it to the Borrower Agent or the Issuing Bank under paragraph (a) or (b) of this Section 10.3 Section, each Lender severally agrees to pay to the Administrative Agent and each or the Issuing Bank, and each Related Party of any as the case may be, such Lender’s pro rata share (determined as of the foregoing Persons (eachtime that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, an “Agent Indemnitee”) (to claim, damage, liability or related expense, as the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)case may be, ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, was incurred by or asserted against such the Agent Indemnitee or the Issuing Bank in any way relating to or arising out its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Commitments, this Agreement, any sum of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilitiestotal Revolving Exposures, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the outstanding Term Loans and all other amounts payable hereunderunused Commitments at the time. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, the syndication of the credit facilities provided for herein, this Agreement or any agreement or instrument contemplated hereby (including, without limitation, any Loan Document)hereby, the Transactions or Transactions, any Loan or any Letter of Credit or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 30 days promptly after written demand therefor.