Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, (i) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)), incurred by or asserted against such Indemnitees arising out of, in connection with or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each case, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing indemnity shall not, as to any Indemnitee, apply to any losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, pay (i) all reasonablereasonable out of pocket expenses incurred by the Administrative Agent and the Joint Lead Arrangers and their Affiliates, documented including the reasonable fees, charges and invoiced disbursements of one outside counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of counsel for any the Administrative Agent, the Issuing Bank and the Lenders (which shall be limited to one outside counsel and, if necessary, one local counsel in each appropriate jurisdiction and, solely in the case of the foregoinga conflict of interest, one special conflicts counsel to all affected Indemnitees, taken as a whole), in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Each Borrower (severally and not jointly in the case of CooperVision International) shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the any Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the any Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they (x) are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence, bad faith, faith or willful misconduct or gross negligence of such Indemnitee, Indemnitee (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought Related Parties) or from the material breach by an such Indemnitee against (or any other Indemnitee of its Related Parties) of its obligations under the Loan Documents or (y) result from a dispute solely among Indemnitees (other than a proceeding that is brought any claims against the Administrative Agent or any other agent or any Arranger an Indemnitee in its capacity or in fulfilling its roles role as an agent the Administrative Agent, Joint Lead Arranger or arranger hereunder similar role under the Loan Documents) and not arising out of any act or omission by either Borrower or any similar role with respect to the Indebtedness incurred or to be incurred hereunder)of its Affiliates. This paragraph Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the any Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, Agent such Lender’s pro rata share Pro-Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such. To the extent that any Borrower fails to pay any amount required to be paid by it to the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Revolving Lender severally agrees to pay to the Issuing Bank or against any Related Party of any the Swingline Lender, as the case may be, such Lender’s Revolving Percentage (determined as of the foregoing acting for time that the Administrative Agent applicable unreimbursed expense or any 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 Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank or the Swingline Lender in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower no party hereto shall not assert, or permit any of its Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any Indemnitee for other party, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that that, nothing in this clause (iid) shall limit relieve the expense reimbursement and indemnification obligations Borrowers of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03any obligation they may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary outside counsel and to the extent reasonably determined by for the Administrative Agent (which, except as otherwise agreed by the Borrower, shall be limited to be necessary, one local counsel in each appropriate jurisdictiona single counsel), in connection with the structuring, arrangement and pre-closing syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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 and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, Issuing Bank (including the reasonable, documented and invoiced fees, charges and disbursements of not more than one outside legal counsel for any plus, if necessary, one local counsel per jurisdiction plus, in the case of the foregoinga conflict of interest or separate defenses available to indemnified parties that are different from those available to other indemnified parties, one additional counsel per group of affected parties), 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, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the Lenders, the each Issuing Banks Bank and Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of not more than one firm of outside legal counsel for all such Indemnitees, taken as a whole, andplus, if reasonably necessary, of a single firm of one local counsel in each appropriate per jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (andplus, in the case of an actual or perceived a conflict of interest where the Indemnitee affected by such conflict informs or separate defenses available to indemnified parties that are different from those available to the Borrower or other indemnified parties, one additional counsel per group of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)parties), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower any Loan Party or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)thereto or (v) any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to resulted from the extent they are found in gross negligence, fraud or wilful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimjurisdiction. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, under paragraph (a) or (b) of this Section to Section, but without affecting the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its Borrower’s obligation to do so)pay such amount, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank Bank, the Swingline Lender or such Related Party, as applicable, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or Agent, such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to for the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgents, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the LendersAgents, the Issuing Banks Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to Holdings, the Borrower or any of its Subsidiaries, except that this clause (iii) shall not apply to Environmental Liabilities related to a Mortgaged Property that are attributable solely to acts or events occurring after completion of foreclosure proceedings with respect to such SubsidiaryMortgaged Property and surrender of possession thereof by the Borrower and its Subsidiaries to or as directed by the Collateral Agent or the purchasers at any such foreclosure sale, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Collateral Agent, the Issuing Bank or such Related Partythe Swingline Lender, as applicablethe 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 (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “pro rata share” shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary outside counsel and to the extent reasonably determined by for the Administrative Agent (which, except as otherwise agreed by the Borrower, shall be limited to be necessary, one local counsel in each appropriate jurisdictiona single counsel), in connection with the structuring, arrangement and pre-closing syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, Agreement and the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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 and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, Issuing Bank (including the reasonable, documented and invoiced fees, charges and disbursements of not more than one outside legal counsel for any plus, if necessary, one local counsel per jurisdiction plus, in the case of the foregoinga conflict of interest or separate defenses available to indemnified parties that are different from those available to other indemnified parties, one additional counsel per group of affected parties), 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, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the Lenders, the each Issuing Banks Bank and Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of not more than one firm of outside legal counsel for all such Indemnitees, taken as a whole, andplus, if reasonably necessary, of a single firm of one local counsel in each appropriate per jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (andplus, in the case of an actual or perceived a conflict of interest where the Indemnitee affected by such conflict informs or separate defenses available to indemnified parties that are different from those available to the Borrower or other indemnified parties, one additional counsel per group of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)parties), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower any Loan Party or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to any Loan Party or any of its Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to resulted from the extent they are found in gross negligence, fraud or wilful misconduct of such Indemnitee or its Related Parties as determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimjurisdiction. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, under paragraph (a) or (b) of this Section to Section, but without affecting the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its Borrower’s obligation to do so)pay such amount, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank Bank, the Swingline Lender or such Related Party, as applicable, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or Agent, such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall payBorrowers agree, jointly and severally, to pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative AgentArrangers, the Arrangers Administrative Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel for the Arrangers and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the revolving credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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 and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall Borrowers agree, jointly and severally, to indemnify each Arranger, the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Company or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (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 such Subsidiary, in each case, any of its Affiliates or whether a Proceeding is based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)theory; provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee or a Related Party of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To Each Revolving Lender severally agrees to the extent that the Borrower fails Borrowers fail to indefeasibly pay any amount required to be paid by it them to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative AgentSection, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Partythe Swingline Lender, as applicablethe 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 (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, Issuing Bank or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “pro rata share” shall be determined by based upon its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans Credit Exposures and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower Borrowers shall not, and shall not assertpermit their Subsidiaries to, or permit any of its Affiliates or Related Parties to assert, and hereby waiveswaive, any claim against any Indemnitee for on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) . All amounts due under this Section shall be payable 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, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel for the Agents and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictioncharges of Intralinks, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless fromharmless, from and against any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other actual or alleged Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries or their respective properties or operations, in each caseor (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether initiated against brought by a third party or by any party to this Agreement the Borrower or any other Loan DocumentParty, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); , provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of finally judicially determined by a court of competent jurisdiction to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing 9.03 (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank or such Related Partythe Swingline Lender, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect that any obligation to such unpaid amounts owed to any indemnify the Issuing Bank in its capacity as such, or the Swingline Lender pursuant to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the this Section 9.03(c) shall be limited to Revolving Lenders shall be required to pay such unpaid amountsonly. For purposes of this Sectionhereof, a Lender’s “pro rata share” shall be determined by based upon its share of the sum of the total aggregate Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Tranche B Term Loans and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section 9.03 shall be payable promptly not later than three days after written demand therefor. (f) The Borrower agrees that any indemnification or other protection provided to any . “Indemnitee pursuant to the Existing Credit Agreement (including pursuant to Section 9.03 thereof) or any other Loan Document (as defined in the Existing Credit Agreement and each an “Existing Loan Document”) shall survive the effectiveness of this Agreement and any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement, any other Existing Loan Document, this Agreement (including pursuant to this Section 9.03) or any other Loan Document shall (i) survive payment in full of the Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under the Existing Credit Agreement, any other Existing Loan Document, this Agreement or any other Loan Document.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, (i) Borrowers agree to pay all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, Security Trustee and the Arrangers and their respective Affiliates (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, FRBNY in connection with its due diligence and the structuring, arrangement and syndication financial analysis of the credit facilities provided for herein and any credit or similar facility refinancing or replacingBorrowers, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents Documents, any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof or thereof, thereof (iiwhether or not the transactions hereby or thereby contemplated shall be consummated) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Party or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing, FRBNY 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 Sectionin each case the fees, or in connection with charges and disbursements of counsel, accountants, financial advisers and other experts engaged by the Loans made or Letters Required Persons (including the allocated fees of Credit issued hereunder, including all such outin-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credithouse counsel). (b) The Each Borrower shall agrees to indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks each Lender Party and each Related Party of any of their respective Representatives and the foregoing Persons FRBNY (each such Person being called an “Indemnitee”), ) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented counsel fees, charges and disbursements (exclusive however of one firm Taxes, it being understood that the sole indemnification provided by the Borrowers to the Indemnitees in respect of counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel Taxes is set forth in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)Section 2.09), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection any way connected with or as a result of any actual or prospective claim, litigation, investigation or proceeding proceeding, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by a Borrower, any other Borrower Party or any of their respective Affiliates) relating to to: (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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) Loan, or (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to or from on any Mortgaged Property or any other property currently or formerly owned owned, leased, operated or operated used by the any Borrower Party or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the any Borrower or such Subsidiary, in each case, whether based on contract, tort Party or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)its Subsidiaries; provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee. Except with respect to a claim asserted against the FRBNY, the relevant Borrower Party shall defend the claim and the relevant Indemnitee shall cooperate in the defense. Other than with respect to any claim asserted against the FRBNY, the Borrowers may, in their sole discretion, and at their expense, control the defense of a claim including, without limitation, designating counsel for the relevant Indemnitee (excluding for the avoidance of doubt the FRBNY) and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim; provided that (i) the Borrowers may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee, (Bii) a claim brought by the Borrower or any Subsidiary against such Borrowers shall engage and pay the expenses of separate counsel for the Indemnitee for material breach to the extent that the interest of such Indemnitee’s obligations under this Agreement the relevant Indemnitee are in conflict with those of the Borrowers or any other Loan Document or Borrower Party and (Ciii) a proceeding that does not involve an act or omission the Indemnitee shall have the right to approve the counsel designated by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph Borrowers which consent shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimbe unreasonably withheld. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the no Borrower Party shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby it waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactionstransactions contemplated by the Loan Documents, any the Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (ed) The provisions of Section 2.09 and this Section 8.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby and thereby, the repayment of the Loan, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of any Lender Party or the FRBNY. All amounts due under this Section 8.03 shall be payable promptly after on written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Syndication Agent and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionand the Syndication Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Parent Borrower shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any SubsidiaryConsolidated Entity, or any other Environmental Liability related in any way to any Consolidated Entity, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (Ax) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, Indemnitee or (By) a claim brought the breach by the Borrower or any Subsidiary against such Indemnitee of any if its obligations hereunder. Without limiting the foregoing, and to the extent permitted by applicable law, the Parent Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for material breach of such Indemnitee’s obligations under this Agreement contribution or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any rights of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role recovery with respect to the Indebtedness incurred all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than Environmental Laws, that any Taxes that represent losses, claims of them might have by statute or damages arising from otherwise against any non-Tax claimIndemnitee. (c) To the extent that the Parent Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower Borrowers shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waiveswaive, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section 10.03 shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary one law firm as counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangerseach Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Borrower, any of its Subsidiaries or any SubsidiaryEnterprise GP, or any other Environmental Liability related in any way to the Borrower Borrower, any of its Subsidiaries or such SubsidiaryEnterprise GP, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)thereto and whether brought by a third party or by the Borrower or any Subsidiary; provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available (x) to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or gross negligence any Related Party of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (Cy) a proceeding that does not involve an act in connection with disputes among or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against between the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to Agent, the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent lossesLenders, claims or damages arising from any non-Tax claimthe Issuing Bank and/or their respective Related Parties. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Agent or Issuing Bank or such Related PartyBank, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee Indemnitee, on any theory of liability, for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly 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 pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their respective Affiliates (without duplicationincluding expenses incurred in connection with due diligence), including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to for the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgents, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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 and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof the Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of the Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section Section, (i) in the case of amounts required to be paid to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and (it being understood and agreed ii) in the case of amounts required to be paid to any Issuing Bank or any Swingline Lender, each Revolving Lender severally agrees to pay to the applicable Issuing Bank or applicable Swingline Lender, as the case may be, such Revolving Lender’s pro rata share (determined as of the time that the Borrower’s failure to pay any applicable unreimbursed expense or indemnity payment is sought) of such amount shall not relieve the Borrower of any default in the payment thereof)unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the applicable Issuing Bank or the applicable Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “pro rata share” shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than three Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration preparation of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers requested by the Borrowers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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) during the continuance of a Default, all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Borrowers shall indemnify the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Borrowers or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower Borrowers or such Subsidiaryany of their Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claimsclaim, damages, liabilities or related expenses are attributable to the extent they are found in a final and non-appealable judgment of an action brought by one Indemnitee against another Indemnitee or determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails Borrowers fail to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the applicable Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and based upon the Revolving Credit Exposure) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, any Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower Borrowers shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waiveswaive, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay, (i) jointly and severally pay all reasonable, documented and invoiced out-of-pocket expenses Credit Party Expenses incurred by as of the Administrative AgentClosing Date on the Closing Date. Thereafter, the Arrangers Loan Parties shall jointly and their respective Affiliates severally pay all Credit Party Expenses within thirty (without duplication)30) days after receipt of an invoice therefor setting forth such expenses in reasonable detail; provided that in the event the Loan Parties have a bona fide dispute with any such expenses, including payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication satisfaction of the credit facilities provided for herein Loan Parties or thirty (30) days after receipt of any such invoice (and any credit or similar facility refinancing or replacing, in whole or in part, any such disputed amount which is so paid shall be subject to a reservation of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection Parties’ rights with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereto). (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks Secured Parties and each Related Party of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, damagesactions, penaltiescauses of action, settlement payments, obligations, liabilities and related expenses expenses, (including legal expenses limited to the reasonable and documented fees, charges and disbursements of one firm of counsel for the Agents and one counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of other Indemnitees (other than the Agents) plus one local counsel in each appropriate applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (andplus, in the case event of an actual or perceived potential conflict of interest where the Indemnitee affected by such conflict informs which the Borrower of such conflict and thereafter retains its own counselhas been advised, of another firm of one additional counsel for such to all the affected Indemnitee andpersons, if reasonably necessaryincurred, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee))suffered, incurred by sustained or required to be paid by, or asserted against such Indemnitees against, any Indemnitee) arising out of, in connection with any way connected with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any Subsidiary, or any Environmental Liability related in any way to any Loan Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication or arising from any of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)thereto or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document; provided provided, however, that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from the extent they gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Related Indemnitee of such Indemnitee or (x) are found relating to disputes among Indemnitees (other than the Agents and Arrangers in their capacities as such and other than conduct involving a Loan Party) or (y) are finally determined in a final and non-appealable judgment of a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought material breach by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s its obligations under this Agreement or provided further that to the extent of any other Loan Document or (C) a proceeding that does not involve amounts paid to an act or omission Indemnitee in respect of this SECTION 9.03 for indemnified liabilities, such Indemnitee, by its acceptance of the benefits hereof, agrees to refund and return any and all amounts paid by the Borrower or to it if, pursuant to operation of any of its Affiliates and that is brought the foregoing clauses (w) through (y), such Indemnitee was finally judicially determined by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger court of competent jurisdiction in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any a non-Tax claimappealable judgment to not be entitled to receipt of such amount. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails No party to indefeasibly pay any amount required to be paid by it under paragraph (a) or (b) of this Section Agreement shall assert and, to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable lawApplicable Law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactionstransactions contemplated by the Loan Documents, any Term Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause paragraph (iic) shall limit the expense reimbursement and Loan Parties’ indemnification obligations under SECTION 9.03(b) to any Indemnitee. (d) The provisions of the Borrower set forth in paragraphs (ab) and (bc) of this Section 9.03SECTION 9.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of any Loan Document, or any investigation made by or on behalf of any Credit Party. All amounts due under this SECTION 9.03 shall be payable within thirty (30) days of written demand therefor, which written demand shall set forth such amounts in reasonable detail. (e) All amounts due For purposes of the foregoing, “Related Indemnitee” of an Indemnitee means (i) any controlling person or controlled affiliate of such Indemnitee involved in the negotiation and preparation of the Loan Documents, performing services under this Section shall be payable promptly after written demand thereforthe Loan Documents or extending of credit or holding of credit hereunder and (ii) the respective directors, officers, partners, member, agents or employees of such Indemnitee or any of its controlling person or controlled affiliates involved in the negotiation and preparation of the Loan Documents, performing services under the Loan Documents or extending of credit or holding of credit hereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration preparation of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers requested by the Borrowers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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) during the continuance of a Default, all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Borrowers shall indemnify the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Borrowers or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower Borrowers or such Subsidiaryany of their Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claimsclaim, damages, liabilities or related expenses are attributable to the extent they are found in a final and non-appealable judgment of an action brought by one Indemnitee against another Indemnitee or determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails Borrowers fail to indefeasibly pay any amount required to be paid by it to the Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Agent or the applicable Issuing Bank or such Related PartyBank, as applicablethe case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and based upon the Revolving Credit Exposure) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower Borrowers shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waiveswaive, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower and the other Loan Parties, jointly and severally, shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) all fees associated with, and all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with, any inventory audit performed by the Administrative Agent or any auditor that is satisfactory to the Administrative Agent on behalf of the Administrative Agent, as well as any such expenses incurred by the Administrative Agent in connection with the monitoring and independent appraisals of such inventory, in each case as contemplated by Section 5.08. (b) The Parent Borrower and the other Account Parties, jointly and severally, shall indemnify the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 (iii) any actual or alleged presence prospective claim, litigation, investigation or Release proceeding relating to any of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found (x) arise in a final and non-appealable connection with any judgment of rendered by a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct in favor of any Borrower or gross negligence of Account Party against such Indemnitee, (By) a claim brought by result from the Borrower gross negligence or any Subsidiary against willful misconduct of such Indemnitee for material breach (as finally determined by a court of such Indemnitee’s obligations under this Agreement or any other Loan Document competent jurisdiction) or (Cz) a proceeding that does not involve an act or omission by result from any dispute among the Borrower Lenders and the Administrative Agent, or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (them, other than a proceeding that is brought against disputes resulting from the Administrative Agent or fault of any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder)Loan Party. This paragraph Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims losses or damages arising from any non-Tax claim. (c) To the extent that the Parent Borrower or any other Account Party fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the applicable Issuing Bank or such Related Partythe applicable Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the applicable Issuing Bank or the applicable Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the neither Holdings, any Borrower nor any Account Party shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than 30 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay, (i) jointly and severally pay all reasonable, documented and invoiced out-of-pocket expenses Credit Party Expenses incurred by as of the Administrative AgentClosing Date on the Closing Date. Thereafter, the Arrangers Loan Parties shall jointly and their respective Affiliates severally pay all Credit Party Expenses within thirty (without duplication)30) days after receipt of an invoice therefor setting forth such expenses in reasonable detail; provided that in the event the Loan Parties have a bona fide dispute with any such expenses, including payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication satisfaction of the credit facilities provided for herein Loan Parties or thirty (30) days after receipt of any such invoice (and any credit or similar facility refinancing or replacing, in whole or in part, any such disputed amount which is so paid shall be subject to a reservation of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection Parties’ rights with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereto). (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks Secured Parties and each Related Party of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, damagesactions, penaltiescauses of action, settlement payments, obligations, liabilities and related expenses expenses, (including legal expenses limited to the reasonable and documented fees, charges and disbursements of one firm of counsel for the Agents and one counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of other Indemnitees (other than the Agents) plus one local counsel in each appropriate applicable jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (andplus, in the case event of an actual or perceived potential conflict of interest where the Indemnitee affected by such conflict informs which the Borrower of such conflict and thereafter retains its own counselhas been advised, of another firm of one additional counsel for such to all the affected Indemnitee andpersons, if reasonably necessaryincurred, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee))suffered, incurred by sustained or required to be paid by, or asserted against such Indemnitees against, any Indemnitee) arising out of, in connection with any way connected with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Loan Party or any Subsidiary, or any Environmental Liability related in any way to any Loan Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication or arising from any of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)thereto or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document; provided provided, however, that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from the extent they gross negligence, bad faith or willful misconduct of any Agent or such Indemnitee or any Related Indemnitee of such Indemnitee or (x) are found relating to disputes among Indemnitees (other than the Agents and Arrangers in their capacities as such and other than conduct involving a Loan Party) or (y) are finally determined in a final and non-appealable judgment of a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought material breach by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s its obligations under this Agreement or provided further that to the extent of any other Loan Document or (C) a proceeding that does not involve amounts paid to an act or omission Indemnitee in respect of this SECTION 9.03 for indemnified liabilities, such Indemnitee, by its acceptance of the benefits hereof, agrees to refund and return any and all amounts paid by the Borrower or to it if, pursuant to operation of any of its Affiliates and that is brought the foregoing clauses (w) through (y), such Indemnitee was finally judicially determined by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger court of competent jurisdiction in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any a non-Tax claimappealable judgment to not be entitled to receipt of such amount. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails No party to indefeasibly pay any amount required to be paid by it under paragraph (a) or (b) of this Section Agreement shall assert and, to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable lawApplicable Law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactionstransactions contemplated by the Loan Documents, any Term Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause paragraph (iic) shall limit the expense reimbursement and Loan Parties’ indemnification obligations of the Borrower set forth in paragraphs (aunder SECTION 9.03(b) and (b) of this Section 9.03to any Indemnitee. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. ​ (a) The Borrower shall pay, pay (i) all reasonablereasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any written demand for payment thereunder and (iii) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of (x) one (1) counsel for any the Administrative Agent and the other Lenders as a group, (y) if reasonably necessary, one (1) additional special counsel for Administrative Agent in each relevant specialty, and (z) in the case of an actual or perceived conflict of interest, one additional counsel (and, if applicable, one additional special counsel in each relevant specialty) to the foregoingLenders so affected, taken as a whole, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) To the extent permitted by applicable law (i) none of the Borrower or any Loan Party shall assert, and the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Joint Lead Arranger, and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) solely as a result of such information or materials being obtained through telecommunications, electronic or other information transmission systems ​ (including the Internet), except, as to each such Lender-Related Person, to the extent such Liabilities are found by a final, non-appealable judgment of a court to have arisen from the willful misconduct, bad faith or gross negligence of such Lender-Related Person or an Affiliate of such Lender-Related Person, and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the Borrower and each Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (c) The Borrower shall indemnify the Administrative Agent, the ArrangersIssuing Bank, the Lenderseach Joint Lead Arranger, the Issuing Banks each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the any other Loan Documents Document, or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, or (By) result from a claim brought by the Borrower or any Subsidiary other Loan Party against such an Indemnitee for material breach in bad faith of such Indemnitee’s material obligations hereunder or under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by Document, if the Borrower or any of its Affiliates such other Loan Party has obtained a final and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger nonappealable judgment in its capacity or in fulfilling its roles favor on such claim as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder)determined by a court of competent jurisdiction. This paragraph Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (cd) To the extent that the Borrower fails Each Lender severally agrees to indefeasibly pay any amount required to be paid by it the Borrower under paragraph paragraphs (a), (b) or (bc) of this Section 9.03 to the Administrative Agent, any Issuing Bank or any each Related Party of any of the foregoing Administrative Agent or the Issuing Bank (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting its the obligation of the Borrower to do so), each Lender severally agrees ratably according to pay their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all Liabilities and related expenses, including the Administrative Agentfees, such Issuing Bank charges and disbursements of any kind whatsoever that may at any time (whether before or such Related Party, as applicable, such Lender’s pro rata share (determined as after the payment of the time that Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any ​ way relating to or arising out of the applicable unreimbursed expense Commitments, this Agreement, any of the other Loan Documents or indemnity payment is sought) any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability Liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank Agent-Related Person in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party that no Lender shall be liable for the payment of any portion of the foregoing acting for any Issuing Bank in connection with such capacityLiabilities, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectioncosts, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at expenses or disbursements that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in by a final and non-appealable judgment nonappealable decision of a court of competent jurisdiction to have resulted primarily from the bad faith, willful misconduct or such Agent-Related Party’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, and the Transactions, any Loan or Letter of Credit or the use payment of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement Loans and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03all other amounts payable hereunder. (e) All amounts due under this Section shall be payable promptly not later than ten (10) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Collateral Agent and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionand the Collateral Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the LendersCollateral Agent, the Issuing Banks Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or Restatement Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Collateral Agent, the Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “'s "pro rata share” " shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and initial syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by any Issuing Bank the XX Xxxxx, including the reasonable fees, charges and disbursements of counsel for each LC Bank, in connection with the issuanceexecution, amendmentdelivery, renewal or extension administration, modification and amendment of any Letter Letters of Credit or any demand for payment thereunder to be issued by it hereunder, and (iii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender LC Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingLC Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or and Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) The Borrower shall indemnify the Administrative Agent, the Arrangerseach Co-Syndication Agent, the Lenderseach Co-Documentation Agent, the Issuing Banks each LC Bank and each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, penalties, liabilities and related expenses (reasonable expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions transaction contemplated hereby or therebyhereby, (ii) 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 therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property property now, in the past or any other property currently or formerly hereafter owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and theory, whether initiated against brought by a third party or by any party to this Agreement the Borrower or any other Loan Documentof its Subsidiaries, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph Section 11.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent or any LC Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank Agent or such Related Party, as applicable, LC Bank such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Issuing LC Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and does hereby waiveswaive, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to and (ii) without limiting the extent such damages are found in a final and non-appealable judgment rights of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence indemnification of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to set forth in this Agreement or with respect to liabilities asserted by third parties, each party hereto shall not assert, and hereby waives, any claim against each other Loan Document shall be liable party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, Transactions or any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than 20 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights with respect to any Loan Party in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Company shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Company or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower Company or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower Company fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank, the Swingline Lender or any Local Fronting Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)in such capacities, each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank Bank, the Swingline Lender or such Related PartyLocal Fronting Lender in such capacities, as applicablethe case may be, such Lender’s pro rata share 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent Agent, the Issuing Bank, the Swingline Lender or such Issuing Bank Local Fronting Lender in its capacity as such, or against any Related Party of any of . To the foregoing acting for extent that the Administrative Agent Agent, the Issuing Bank, the Swingline Lender or any Issuing Bank in connection with such capacity; provided further that, with respect to Local Fronting Lender subsequently receives reimbursement of such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of amount from the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentenceCompany, the outstanding Term Loans and unused Term CommitmentsAdministrative Agent, in each case at that time. The obligations the Issuing Bank, the Swingline Lender or such Local Fronting Lender will distribute the amount of such reimbursement to the Lenders under this paragraph are subject to who paid the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to Administrative Agent, the Lenders’ obligations under this paragraph)Issuing Bank, the Swingline Lender or such Local Fronting Lender. (d) To the fullest extent permitted by applicable law, (i) the no Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each Borrower hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, Agreement or any other Loan Document 75 or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section 10.03 shall be payable promptly after written demand therefortherefor (subject to reimbursement, together with interest thereon from the date of payment, if there is a determination that such Indemnitee was not entitled in whole or in part to such amount).

Expenses Indemnity Damage Waiver. (a) The Borrower Holdings and the Borrowers shall pay, (i) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Arrangers, the Syndication Agents, the Documentation Agents and their respective Affiliates (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Holdings and the Borrowers shall indemnify the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Swiss Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)), incurred by or asserted against such Indemnitees arising out of, in connection with or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Holdings, any Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Holdings, any Borrower or such any Subsidiary, in each case, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing indemnity shall not, as to any Indemnitee, apply to any losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Holdings, any Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Holdings, any Borrower or any of its their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Holdings and each Borrower fails fail to indefeasibly pay any amount required to be paid by it them under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its their obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the any Borrower’s failure to pay any such amount shall not relieve the such Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(aits (a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the neither Holdings nor any Borrower shall not assert, or permit any of its their respective Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Holdings and each Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay, pay (i) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary Cravath, Swaine & Xxxxx LLP, counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Agent or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, and, if an Event of Default shall have occurred or shall be reasonably anticipated by the Administrative Agent, other counsel for the Administrative Agent or any of the foregoingLender, in connection with the enforcement or protection of its the rights of the Administrative Agent or Lender in connection with the Loan Credit Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) The Borrower Borrowers shall indemnify the Administrative AgentAgent and each Lender, the Arrangers, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (other than Excluded Taxes), including the reasonable and documented fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of (i) the execution or delivery of any Credit Document or any agreement or instrument contemplated thereby, the performance by the parties to the Credit Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication any of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party theretothereto (and regardless of whether such matter is instituted by a third party or a Credit Party); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful wilful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates directors, officers, employees or agents. The Borrowers and each Indemnitee agree that (i) such Indemnitee will contest any claim in respect of which indemnification is brought sought under this paragraph if requested by an the Borrower Agent, in a manner reasonably directed by the Borrower Agent, with counsel selected by the Indemnitee against and approved by the Borrower Agent, which approval shall not be unreasonably withheld or (ii) the Borrower Agent, upon the request of the Indemnitee, shall retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee in any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to any such claim and shall pay as incurred the Indebtedness incurred or reasonable fees and expenses of such counsel related to be incurred hereunder)such proceeding. This paragraph shall not apply In any such proceeding with respect to Taxes other than which the Indemnitee has requested the Borrower Agent to retain counsel, any Taxes Indemnitee shall have the right to retain its own counsel at its own expense, except that represent lossesthe Borrower Agent shall pay as they are incurred the reasonable fees and expenses of counsel retained by the Indemnitee if (y) the Borrower and the Indemnitee agree to the retention of such counsel or (z) the named parties to any such proceeding (including any impleaded parties) include both the Borrower and the Indemnitee and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Any Indemnitee that proposes to settle or compromise any indemnified claim for which the Borrowers may be liable for payment of indemnity shall give the Borrower Agent written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower Agent’s prior written consent, which consent shall not be unreasonably withheld; provided that nothing in this sentence or the preceding sentence shall restrict the right of any person to settle or compromise any claim for which indemnity would be otherwise available on any terms if such person waives its right to indemnity from the Borrowers in respect of such claim. The Borrower Agent will not, without the prior written consent of the applicable Indemnitee (which consent shall not be unreasonably withheld), settle any proceeding with respect to which the Indemnitee has requested the Borrower Agent to retain counsel unless such settlement includes an express, complete and unconditional release of such Indemnitee with respect to all claims or damages arising from any non-Tax claimasserted in such proceeding. (c) To the extent that the Borrower fails Borrowers fail to indefeasibly pay any amount required to be paid by it them to the Administrative Agent under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither the Company nor any Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of, of this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefortherefor setting forth the amount and the nature of the expense or claim, as applicable. (f) Notwithstanding the foregoing paragraphs, nothing in this Section shall require the Company or any other Borrower to indemnify the Administrative Agent or any Lender against or to reimburse the Administrative Agent or any Lender for any cost or reduction in amounts received that shall result from the Changes in Law or other matters addressed in Section 2.15, 2.16 or 2.17 and that shall be expressly excluded from the amounts for which the Company and the Borrowers are liable under such Sections.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, (i) pay all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (without duplication)Lender, including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of one primary law firm as counsel, local counsel as needed and consultants for any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans Loan made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthe Loan. (b) The Borrower shall and hereby does indemnify the Administrative AgentLender, it Affiliates and the Arrangersdirectors, the Lendersofficers, the Issuing Banks employees, agents and each Related Party representatives of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any the 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 therefrom, (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to Substance on or from any Mortgaged Property or any other real property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other liability arising under Environmental Liability Laws related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto), including any such loss, claim, damage or liability caused by the negligence of any Indemnitee; provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable lawLaw, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waiveswaive, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any the Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (ed) All amounts due under this Section shall be payable promptly after written demand thereforreceipt of a request therefor by the Borrower.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary outside counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the Agreement or any other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, reasonable and documented and invoiced 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, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any outside counsel for the Administrative Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any outside counsel for all such Indemniteesany Indemnitee, taken as a whole, and, if reasonably necessary, without duplication of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee))amounts paid pursuant to Section 2.17, incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, including, without limitation, the Acquisition, (ii) any Loan or Letter of Credit or the 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 Credit (subject to Section 2.06(f)), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to result from the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith, faith or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.is

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by any each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any each Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative AgentSUBJECT TO CLAUSE (d) BELOW, the ArrangersTHE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, the LendersEACH ISSUING BANK AND EACH LENDER, the Issuing Banks and each Related Party of any of the foregoing Persons AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (each such Person being called an EACH SUCH PERSON BEING CALLED AN “IndemniteeINDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THE PRIOR AGREEMENT, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY OR HEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREBY OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY AN ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), against(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 THE SUBSIDIARIES, and hold each Indemnitee harmless fromOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF THE SUBSIDIARIES, any and all lossesOR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, claimsLITIGATION, damagesINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, penaltiesWHETHER BASED ON CONTRACT, liabilities and related expenses TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES RESULTED FROM THE GROSS NEGLIGENCE, UNLAWFUL CONDUCT OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. IT IS THE EXPRESSED INTENT OF THE PARTIES HERETO THAT THE INDEMNITY IN THIS CLAUSE (including the reasonable and documented feesb) SHALL, charges and disbursements of one firm of counsel for all such IndemniteesAS TO ANY INDEMNITEE, taken as a wholeBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, andCLAIMS, if reasonably necessaryDAMAGES, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)), incurred by or asserted against such Indemnitees arising out of, in connection with or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each case, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing indemnity shall not, as to any Indemnitee, apply to any losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimLIABILITIES OR RELATED EXPENSES ARE DETERMINED TO HAVE RESULTED FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the applicable Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, AMENDED AND RESTATED CREDIT AGREEMENT, Page 55 as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee, and each Indemnitee for shall not assert, and hereby waives, any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement claim against Borrower or any other Loan Document shall be liable Guarantor, on 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefortherefor and may be funded as a Swingline Loan or Revolving Loan.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Arranger and their respective Affiliates (without duplication), including due diligence expenses and the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, and the Arranger) in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereof, not the transactions contemplated hereby or thereby shall be consummated); (ii) all reasonable, documented out-of-pocket expenses and invoiced charges of the Arranger in connection with any evaluations of Collateral conducted by it; (iii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal amendment or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iiiiv) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the ArrangersArranger, the Lenderseach Issuing Bank and each Lender, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Arranger or any Issuing Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, the Arranger or such Issuing Bank or such Related PartyBank, as applicablethe case may be, such Lender’s pro rata share Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent Agent, the Arranger or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand delivery to the Borrower of a reasonably detailed statement therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary outside counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the Agreement or any other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, reasonable and documented and invoiced 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, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any outside counsel for the Administrative Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any outside counsel for all such Indemniteesany Indemnitee, taken as a whole, and, if reasonably necessary, without duplication of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee))amounts paid pursuant to Section 2.17, incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 Credit (subject to Section 2.06(f)), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to result from the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith, faith or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in . No Lender shall, by virtue of this clause (ii) shall limit the expense reimbursement and indemnification obligations of Agreement, have or be deemed to have a fiduciary relationship with, or owe any fiduciary duties to, the Borrower set forth in paragraphs (a) and (b) or any of this Section 9.03its Affiliates. (e) All amounts due under this Section shall be payable promptly not later than ten (10) Business Days after written demand (accompanied by reasonably detailed invoices) therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Collateral Agent and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionand the Collateral Agent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the LendersCollateral Agent, the Issuing Banks Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Effective Date Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent or the Issuing Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Collateral Agent or the Issuing Bank or such Related PartyBank, as applicablethe 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 (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent or such the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “pro rata share” shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Consolidated Term Loans and unused Term Commitments, in each case Revolving Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Effective Date Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by any each LC 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 and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any ArrangerParty, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for any of the foregoingLender Party, in connection with the enforcement or protection of its rights in connection with the Loan Documents, Documents (including its rights under this Section), or in connection with the Loans made or Letters of Credit issued hereunderor the Loans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or the Letters of CreditCredit or the Loans. (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons Lender Parties and their respective Related Parties (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Financing Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any LC Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany Subsidiary or (iv) any actual or prospective claim, in each caselitigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as not be available to any Indemnitee, apply Indemnitee to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement gross negligence or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimwillful misconduct. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent or any LC Issuing Bank under paragraph subsection (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank Agent or such Related PartyLC Issuing Bank, as applicablethe 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 (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such the applicable LC Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “pro rata share” shall be determined by based on its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans Exposures and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Financing Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly within five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Parent Borrower ---------------------------------- shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees and disbursements of counsel to the Administrative Agent, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Amendment/Restatement Effective Date (in the case of amounts to be paid on the Amendment/Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (ii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by any 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, documented and invoiced out-out- of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Agent or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Parent Borrower shall indemnify the Administrative AgentAgent and each Lender, the Arrangers, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee ---------- harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, liabilities and related actions, judgments, suits, costs, expenses (or disbursements of any kind or nature whatsoever, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery delivery, enforcement, performance and administration of this Agreement, the other any Loan Documents Document or any other agreement agreement, letter or instrument delivered in connection with the transactions contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any an 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Parent Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Parent Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided -------- that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Parent Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank Lender or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or -------- indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or Agent, such Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “'s "pro rata share” " shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term CommitmentsCommitments at the time; provided that in the case of amounts owing to any Issuing Lender or -------- the Swingline Lender, in each case at that time. The obligations in its capacity as such, a Lender's "pro rata" share shall be determined based solely upon its share of the Lenders under this paragraph are subject to sum of Domestic Revolving Exposures and unused Domestic Revolving Commitments at the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph)time. (d) To the fullest extent permitted by applicable law, (i) the no Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than 15 days after written demand therefor. Statements payable by the Parent Borrower pursuant to this Section shall be sent to Attention of Treasurer and Chief Financial Officer (Telephone No. 000-000-0000) (Telecopy No. 231-724- 5302), at the address of the Parent Borrower set forth in Section 9.1, or to such other Person or address as may be hereafter designated by the Parent Borrower in a written notice to the Administrative Agent.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by any the Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred upon an Event of Default by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), "INDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided PROVIDED that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or Agent, such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “'s "pro rata share” " shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case Commitments at that the time. The obligations of To the extent such amounts are later reimbursed by the Borrower, the Administrative Agent shall promptly reimburse the Lenders under this paragraph are subject to for the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph)amount thereof. (d) To the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactionstransactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay, (i) jointly and severally pay all reasonable, documented and invoiced out-of-pocket expenses Credit Party Expenses incurred by as of the Administrative AgentClosing Date on the Closing Date. Thereafter, the Arrangers Loan Parties shall jointly and their respective Affiliates severally pay all Credit Party Expenses within thirty (without duplication)30) days after receipt of an invoice therefor setting forth such expenses in reasonable detail; provided that in the event the Loan Parties have a bona fide dispute with any such expenses, including payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdiction, in connection with the structuring, arrangement and syndication satisfaction of the credit facilities provided for herein Loan Parties or thirty (30) days after receipt of any such invoice (and any credit or similar facility refinancing or replacing, in whole or in part, any such disputed amount which is so paid shall be subject to a reservation of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection Parties’ rights with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced fees, charges and disbursements of counsel for any of the foregoing, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereto). (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks Secured Parties and each Related Party of their Subsidiaries and Affiliates, and each of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, damagesactions, penaltiescauses of action, settlement payments, obligations, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of counsel for the Agents and one counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction other Indemnitees (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in other than the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)Agents), incurred by incurred, suffered, sustained or required to be paid by, or asserted against such Indemnitees against, any Indemnitee arising out of, in connection with any way connected with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions transactions contemplated by the Loan Documents or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit Extension 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower any Loan Party or any Subsidiary, or any other Environmental Liability related in any way to the Borrower any Loan Party or such any Subsidiary, in each case(iv) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto)thereto or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document; provided provided, however, that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they (w) are found in a final and non-appealable judgment of determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from (A) the gross negligence, bad faith, faith or willful misconduct of any Agent or gross negligence such Indemnitee or any Affiliate of such Indemnitee, Indemnitee (B) a claim brought by the Borrower or any Subsidiary against officer, director, employee, advisor or agent of such Indemnitee for material breach of or any such Indemnitee’s Affiliates), (x) are relating to disputes among Indemnitees, (y) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from a breach by such Indemnitee of its obligations under this Agreement or any other to a Loan Document Party, or (Cz) a proceeding that does not involve an act which constitute indirect, consequential, special or omission by punitive damages. In connection with any indemnified claim hereunder, the Borrower or any Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimsuch counsel. (c) To the extent that the Borrower fails No party to indefeasibly pay any amount required to be paid by it under paragraph (a) or (b) of this Section Agreement shall assert and, to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable lawApplicable Law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactionstransactions contemplated by the Loan Documents, any Loan or Letter of Credit Extension or the use of the proceeds thereof; provided that nothing in this clause . (iid) shall limit the expense reimbursement and indemnification obligations The provisions of the Borrower set forth in paragraphs (ab) and (bc) of this Section 9.03. (e) SECTION 9.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of any Loan Document, or any investigation made by or on behalf of any Credit Party. All amounts due under this Section SECTION 9.03 shall be payable promptly after within thirty (30) days of written demand therefor, which written demand shall set forth such amounts in reasonable detail.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or and any waiver, amendments or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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 and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any ArrangerCredit Parties, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of one counsel (and one local counsel in each relevant jurisdiction) for any of the foregoingAdministrative Agent and one counsel (and one local counsel in each relevant jurisdiction) for all other Credit Parties, in connection with the enforcement or protection of its their rights in connection with the any Loan DocumentsDocument, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Company shall indemnify the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks each Credit Party and each its Related Party of any of the foregoing Persons Parties (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Company or any Subsidiary, or any other Environmental Liability related in any way to the Company or any Subsidiary, 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 any Borrower or such Subsidiaryits equity holders, in each caseAffiliates, creditors or any other third Person and whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they (x) are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (By) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the breach by such Indemnitee of its funding obligations hereunder, to the extent caused by the inability of such Indemnitee to satisfy such funding obligations because of its status as a Defaulting Lender under clause (d) of the definition thereof, or (z) result from a claim brought by the any Borrower or any Subsidiary against such Indemnitee for material breach in bad faith of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) Document, if such Borrower has obtained a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates final and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger nonappealable judgment in its capacity or in fulfilling its roles favor on such claim as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder)determined by a court of competent jurisdiction. This paragraph Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower Company fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lenders under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank or such Related Partythe Swingline Lenders, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Issuing Bank or the Swingline Lenders in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower no party hereto shall not assert, or permit any of its Affiliates or Related Parties to assert, and each party hereto hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or hereto, on any other Loan Document shall be liable 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, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided provided, that nothing in this clause (iid) shall limit relieve the expense reimbursement and indemnification obligations Company of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Co-Lead Arrangers and Joint Bookrunners and their respective Affiliates (without duplication)Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionand all applicable Taxes, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein Credit Facility and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, Agreement and the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereofFinancing Documents, (ii) all reasonable, documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender or any ArrangerAgent and its Affiliates, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of counsel for the Administrative Agent and applicable Taxes, in connection with any amendments, modifications or waivers of the provisions hereof or of any of the foregoingother Financing Documents, (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender and all applicable Taxes, in connection with the enforcement or protection of its their rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditLoans. (b) The Borrower shall indemnify the Administrative AgentAgent and each Lender, the Arrangers, the Lenders, the Issuing Banks and as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, penalties, expenses and liabilities of whatsoever nature or kind and related all reasonable out-of-pocket expenses (including the due diligence expenses, syndication expenses, travel expenses and reasonable and documented fees, charges and and, disbursements of one firm of counsel for counsel) and all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (applicable Taxes to which any Indemnitee may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)), incurred by or asserted against such Indemnitees become subject arising out of, of or in connection with (i) the execution or as a result delivery of the Financing Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (ii) any Loan or any actual or proposed use of the proceeds therefrom, (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, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication any of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds 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 (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiary, or any other Environmental Liability related in any way to the Borrower or such Subsidiary, in each caseforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto), (v) any other aspect of this Agreement and the other Financing Documents, or (vi) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries, in each case regardless of whether or not the Acquisition is consummated; provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or wilful misconduct of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of this Agreement by such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it under paragraph Sections 9.3 (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Party, as applicable, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Issuing Bank Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To The Borrower shall not assert, and hereby waives (to the fullest extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waivesLaw), any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreementany Financing Document, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) Any inspection of any property of the Borrower or any of its Subsidiaries made by or through the Administrative Agent or any Lender is for purposes of administration of the Commitments only, and neither the Borrower nor any of its Subsidiaries is entitled to rely upon the same (whether or not such inspections are at the expense of the Borrower). (f) By accepting or approving anything required to be observed, performed, fulfilled or given to the Administrative Agent or the Lenders pursuant to the Financing Documents, neither the Administrative Agent nor the Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Administrative Agent or the Lenders. (g) The relationship between the Borrower and the Administrative Agent and the Lenders is, and shall at all times remain, solely that of borrowers and lenders. Neither the Administrative Agent nor the Lenders shall under any circumstance be construed to be partners or joint venturers of the Borrower or its Affiliates. Neither the Administrative Agent nor the Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with the Borrower or its Affiliates, or to owe any fiduciary duty to the Borrower or its Affiliates. Neither the Administrative Agent nor the Lenders undertake or assume any responsibility or duty to the Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform the Borrower or its Affiliates of any matter in connection with their property or the operations of the Borrower or its Affiliates. The Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Administrative Agent or the Lenders in connection with such matters is solely for the protection of the Administrative Agent and the Lenders, and neither the Borrower nor any other Person is entitled to rely thereon. (h) This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of the Borrower, the Administrative Agent and the Lenders in connection with the Loans, and is made for the sole benefit of the Borrower, the Administrative Agent and the Lenders, and the Administrative Agent’s and each Lender’s successors and assigns. Except as provided in Sections 9.3(b) and 9.4, no other Person shall have any rights of any nature hereunder or by reason hereof. (i) All amounts due under this Section 9.3 shall be payable promptly not later than three Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay, jointly and severally pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (without duplication)Agents, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel for the Agents, outside consultants for the Agents, appraisers for the Agents, for commercial finance examinations and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionenvironmental site assessments, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents and any amendments, modifications or any waiver, amendments or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative AgentAgents, any Lenders and the Issuing Bank, any Lender or any Arranger, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of any counsel for and any of the foregoingoutside consultants, in connection with the enforcement or protection of its their rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthe Obligations. (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Arrangers, the LendersAgents, the Issuing Banks Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions transactions contemplated by the Loan Documents or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower any Loan Party or any Subsidiaryof the Subsidiaries, or any other Environmental Liability related in any way to any Loan Party or any of the Borrower Subsidiaries, or such Subsidiary(iv) any actual or prospective claim, in each caselitigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); , provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent there is a specific finding in a judicial proceeding before a court of competent jurisdiction (in which the Indemnitee has had notice and an opportunity to be heard) from which no further appeal is available that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower Indemnitee or any Subsidiary against Affiliate of such Indemnitee for material breach (or of any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunderAffiliates). This paragraph In connection with any indemnified claim hereunder, the Indemnitee shall not apply with respect be entitled to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimselect its own counsel the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower any Loan Party fails to indefeasibly pay any amount required to be paid by it to the Agents or the Issuing Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)9.03, each Lender severally agrees to pay to the Administrative Agent, such Agents or the Issuing Bank or such Related PartyBank, as applicablethe case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph)amount. (d) To the fullest extent permitted by applicable law, (i) the Borrower No Loan Party shall not assert, or permit any of its Affiliates or Related Parties to assert, assert and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactionstransactions contemplated by the Loan Documents, any Loan or Letter of Credit or the use of the proceeds thereof; provided . The Loan Parties further agree that nothing no Indemnitee shall have any liability to the Loan Parties, any Person asserting claims by or on behalf of any Loan Party or any other Person in connection with this clause (ii) shall limit Agreement or the expense reimbursement and indemnification obligations of other Loan Documents except the Borrower set forth in paragraphs (a) and (b) of this Section 9.03Indemnitee’s gross negligence or willful misconduct. (e) All amounts due under this Section 9.03 shall be payable promptly after written demand therefortherefore.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay, jointly and severally pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their respective Affiliates Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents (without duplication), including the reasonable fees and documented charges and disbursements of a single primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionWhite & Case LLP), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative AgentAgents, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Bank or any of the foregoingLender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) The Borrower Borrowers shall jointly and severally indemnify the Administrative Agent, the Arrangers, the LendersDocumentation Agent, the Issuing Banks Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the United States Borrower or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the United States Borrower or such Subsidiaryany of its Subsidiaries, in each caseor (iv) any actual or prospective Environmental Claim, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply to any losses, claims, damages, liabilities or related expenses be available to the extent they are found in a final and non-appealable judgment of that such is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the a Borrower fails to indefeasibly pay any amount required to be paid by it to any Agent or the Issuing Bank under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such applicable Agent or the Issuing Bank or such Related PartyBank, as applicablethe case may be, such Lender’s pro rata share 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative such Agent or such the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the neither Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each Borrower hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, pay (i) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single one primary counsel and to the extent reasonably determined by the Administrative Agent to be necessary, one additional local counsel in each appropriate jurisdictionapplicable jurisdiction for the Administrative Agent and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the structuring, arrangement syndication and syndication of distribution (including via the credit facilities provided for herein and any credit internet or similar facility refinancing or replacing, in whole or in part, any through a service such as Intralinks) of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents Agreement or any waiverBorrowing Subsidiary Agreement or any amendments, amendments modifications or modifications waivers of the provisions hereof or thereof, thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (ii) all reasonable, reasonable and documented and invoiced 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, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of no more than one counsel for any the Administrative Agent and one counsel for the Lenders (unless representation of the foregoingLenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Lenders shall have right to separate counsel, at the expense of the Company) in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement or any Borrowing Subsidiary Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereof. (b) The Borrower Company shall indemnify the Administrative Agent, the ArrangersIssuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other Borrowing Subsidiary Agreement or any agreement or instrument contemplated hereby or thereby, the performance by the parties to this Agreement hereto or the other Loan Documents thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Company or any Subsidiaryof its Subsidiaries, or any other Environmental Liability related in any way to the Borrower Company or such Subsidiaryany of its Subsidiaries, in each caseor (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 whether initiated against brought by a third party or by any party to this Agreement the Company or any other Loan Documentof its Subsidiaries, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claimRelated Parties. (c) To the extent that the Borrower Company fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such the Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the BorrowerCompany’s failure to pay any such amount shall not relieve the Borrower Company of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such Agent, the Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the no Borrower shall not assert, or permit any of its Affiliates or Related Parties to 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), except to the extent such ) other than damages that are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct or gross negligence of any such Indemnitee or any of its Related Party of any Indemnitee Parties, or (ii) neither on any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, Agreement or any other Loan Document Borrowing Subsidiary Agreement or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay, pay (i) all reasonable, reasonable and documented and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their respective Affiliates (without duplication)its Affiliates, including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to the extent reasonably determined by for the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgent, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Credit Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof or thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable, reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, reasonable and documented and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documentsthis Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower Company shall indemnify the Administrative Agent, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution or delivery and administration of this Agreement, the other Loan Documents Agreement or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) 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 ), (iii) any actual or alleged presence or Release release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower Company or any Subsidiary, or any other Environmental Liability related in any way to the Borrower Company or such any Subsidiary, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct or gross negligence of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder)Affiliates. This paragraph Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower Company fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or such Related Partythe Swingline Lender, as applicablethe case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or Agent, such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined by its share of the sum of the total Revolving Exposure, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) the Borrower Borrowers shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waiveswaive, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay, pay (i) all reasonable, documented and invoiced reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their respective Affiliates (without duplicationincluding reasonable expenses incurred in connection with due diligence), including the reasonable fees and documented fees, charges and disbursements of a single primary counsel and to for the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each appropriate jurisdictionAgents, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery preparation and administration of this Agreement, the other Loan Documents or any waiveramendments, amendments modifications or modifications waivers of the provisions hereof thereof (whether or thereofnot the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable, documented and invoiced 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 and invoiced reasonable out-of-pocket expenses incurred by the Administrative AgentAgents, any Issuing Bank, any Lender Bank or any ArrangerLender, including the reasonable, documented and invoiced fees, charges and disbursements of any counsel for the Agents, any of the foregoingIssuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Administrative AgentAgents, the Arrangerseach Issuing Bank and each Lender, the Lenders, the Issuing Banks and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”), ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (expenses, including the reasonable and documented fees, charges and disbursements of one firm of any counsel for all such Indemnitees, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if reasonably necessary, of another firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected any Indemnitee)), incurred by or asserted against such Indemnitees any Indemnitee arising out of, in connection with with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the structuring, arrangement and syndication execution or delivery of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement, the other any Loan Documents Document or any other agreement or instrument contemplated hereby or therebyhereby, the performance by the parties to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or therebyhereby, (ii) any Loan or Letter of Credit or the 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 ), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any Subsidiaryof the Subsidiaries, or any other Environmental Liability related in any way to the Borrower or such Subsidiaryany of the Subsidiaries, in each caseor (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 whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); , provided that the foregoing such indemnity shall not, as to any Indemnitee, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses to the extent they are found in a final and non-appealable judgment of determined by a court of competent jurisdiction by final judgment to have resulted from (A) the bad faith, willful misconduct or gross negligence or wilful misconduct of such Indemnitee, (B) a claim brought by the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document or (C) a proceeding that does not involve an act or omission by the Borrower or any of its Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any other agent or any Arranger in its capacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to either Agent, any Issuing Bank or either Swingline Lender under paragraph (a) or (b) of this Section to the Administrative Agent, any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)Section, each Lender severally agrees to pay to the Administrative applicable Agent, such Issuing Bank or such Related PartySwingline Lender, as applicablethe case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, was incurred by or asserted against the Administrative Agent or such applicable Agent, Issuing Bank or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or any Issuing Bank in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Sectionhereof, a Lender’s “'s "pro rata share” " shall be determined by based upon its share of the sum of the total Revolving ExposureExposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case Commitments at that the time. The obligations of the Lenders under this paragraph are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, (i) neither Holdings nor the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee for Indemnitee, on any damages arising from the use by others theory of information or other materials obtained through telecommunicationsliability, electronic or other information transmission systems (including the Internet), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnitee or Related Party of any Indemnitee or (ii) neither any Indemnitee nor any other party to this Agreement or any other Loan Document shall be liable 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, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this clause (ii) shall limit the expense reimbursement and indemnification obligations of the Borrower set forth in paragraphs (a) and (b) of this Section 9.03. (e) All amounts due under this Section shall be payable promptly not later than three Business Days after written demand therefor.