Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their Affiliates, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers shall indemnify, on a joint and several basis, each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangers, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each other party hereby waives, any claim against any party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For ; provided, that to the avoidance of doubt, extent that the costs and expenses referred to in this Section 9.03(a) consist of fees, costs and expenses of counsel, the Borrower shall not apply be obligated to pay such fees, costs and expenses for only one counsel to Administrative Agent and for only one counsel acting for all Lenders (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Lender(s)) and only one firm of local counsel for Administrative Agent and only one firm of local counsel for Lenders, in each case, as reasonably necessary in each relevant jurisdiction. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: (i) appraisals and insurance reviews; (ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; (iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; (iv) Taxes, except fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (v) sums paid or incurred to take any Taxes action required of any Loan Party under the Loan Documents that represent lossessuch Loan Party fails to pay or take; and (vi) forwarding loan proceeds, claimscollecting checks and other items of payment, damages and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. All of the foregoing fees, costs and expenses may be charged to the Borrower as Revolving Loans or liabilities arising from any non-Tax claimto another deposit account, all as described in Section 2.18(c). (b) The Borrowers shall indemnifyLoan Parties shall, on a joint jointly and several basisseverally, each indemnify the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities Liabilities and related reasonable and documented out-of-pocket expenses, limited, in expenses (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single one primary counsel and one additional local counsel in each other applicable jurisdiction, in each case, as selected by the Administrative Agent and for all Indemnitees and, in light of actual or perceived conflicts of interest or the availability of different claims or defenses, one additional counsel for the each similarly affected group of Indemnitees (taken as a whole) and, if necessary, one additional local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event such affected group of conflicts of interestIndemnitees), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity a Loan Party or any of its Restricted Subsidiariesa Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the Parent Entity failure of a Loan Party to deliver to the Administrative Agent the required receipts or any of its Restricted Subsidiariesother required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (ivv) 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 Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities Liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee, (y) a material breach by such Indemnitee of its obligations under the Loan Documents or (z) disputes solely between or among the Indemnitees not arising from any act or omission by the Borrower or any of its officersSubsidiaries or Affiliates, directors, employees, Affiliates it being understood and agreed that any agent or controlling Persons or (ii) except in the case of any Agent (arranger fulfilling its role and in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliatesshall remain indemnified in such proceedings. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower any Loan Party fails to pay any amount required to be paid by it to the Administrative AgentAgent (or any sub-agent thereof), an Issuing Bank or the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Swingline Lender or the Issuing Bank (or any Related Party of any of the Swingline Lenderforegoing), as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that any such payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender or the Issuing Bank in its capacity as such. (d) To the extent permitted by applicable law, no party hereto law (i) neither the Borrower nor any Loan Party shall assert, and the Borrower and each other party Loan Party hereby waives, any claim against the Administrative Agent, any partyarranger, any Issuing Bank 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) obtained through telecommunications, electronic or other information transmission systems (including the Internet), other than with respect to damages determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Lender-Related Person, and (ii) no party hereto or any of its respective Affiliates shall assert, and each such party hereto and its respective Affiliates 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 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 that, nothing in this sentence Section 9.03(d) shall not limit relieve the Borrowers’ indemnification obligations set forth above Borrower or any Loan Party of any obligation it may have to the extent the relevant indemnify an Indemnitee, as provided in Section 9.03(b), against any special, indirect, consequential or punitive damages are included in any asserted against such Indemnitee by a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Lead Arrangers and their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers (and the Administrative Agent (and, if necessary, one additional local counsel in each applicable jurisdiction and regulatory counsel)in the case of any pledge of Equity Interests of a Foreign Subsidiary taken after the Effective Date in accordance with the Loan Documents) for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For , provided, however, that the avoidance of doubt, this Section 9.03(a) Borrower shall not apply be required to Taxesreimburse the Lenders for more than one counsel to the Administrative Agent (and up to one local counsel in each applicable jurisdiction and additional regulatory counsel, except any Taxes in each case for the Administrative Agent) and one additional counsel for all of the other Lenders (and up to one local counsel in each applicable jurisdiction and regulatory counsel, in each case for all of the other Lenders), unless a Lender or its counsel determines that represent lossesit is impractical or inappropriate (or would create actual or potential conflicts of interest) to not have individual counsel, claims, damages or liabilities arising from any non-Tax claimin which case each Lender may have its own counsel which shall be reimbursed in accordance with the foregoing. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any the material breach by such Indemnitee in bad faith of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in express obligations of such Indemnitee under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct Loan Documents pursuant to a claim initiated by the Borrowers Borrower or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimother Company. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant and each Revolving Lender severally agrees to pay to such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their Affiliates, Affiliates (limited, in the case of legal expensescounsel, to the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, one additional local counsel in each applicable jurisdiction for the Administrative Agent and regulatory counsel), its Affiliates) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative AgentAgents, any the Issuing Bank Banks or any Lender, Lender (limited, in the case of legal expensescounsel, to the reasonable and documented fees, charges and disbursements of a single one primary counsel (and, if necessary, and one additional local counsel in each applicable jurisdiction for the Administrative Agent and regulatory counsel), the Issuing Banks and one additional counsel for all of the Lenders and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses) in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For Expenses being reimbursed by the avoidance of doubt, Loan Parties under this Section 9.03(ainclude, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: (A) shall not apply appraisals and insurance reviews; (B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; (C) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; (D) Taxes, except fees and other charges for (i) lien and title searches and title insurance and (ii) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (E) sums paid or incurred to take any Taxes action required of any Loan Party under the Loan Documents that represent lossessuch Loan Party fails to pay or take; and (F) forwarding loan proceeds, claimscollecting checks and other items of payment, damages and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. All of the foregoing fees, costs and expenses may be charged to the Borrower as Revolving Loans or liabilities arising from any non-Tax claimto another deposit account, all as described in Section 2.18(c). (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Issuing Bank Banks and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, (iv) the failure of a Loan Party to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by such Loan Party for Taxes pursuant to Section 2.17 or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or any (y) a material breach in bad faith by such Indemnitee of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in express obligations under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct Loan Documents pursuant to a claim initiated by the Borrowers or any of their respective AffiliatesBorrower. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower any Loan Party fails to pay any amount required to be paid by it to the Administrative AgentAgent (or any sub-agent thereof), an Issuing Bank or the Swingline Lender or any Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Swingline Lender or such Issuing Bank (or any Related Party of any of the Swingline Lenderforegoing), as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lender or such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and each other party Loan Party hereby waives, any claim against any partyIndemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, including one local counsel as necessary in each applicable jurisdiction and regulatory counsellocal jurisdiction), in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Administrative Agent, any Issuing Bank or any Lender (and, if necessary, including one local counsel as necessary in each applicable jurisdiction and regulatory counsellocal jurisdiction), in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For Expenses being reimbursed by the avoidance of doubt, Loan Parties under this Section 9.03(a9.03 include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: (A) shall not apply Collateral monitoring, collateral reviews, appraisals and insurance reviews; (B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; (C) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; (D) Taxes, except fees and other charges for (1) lien and title searches and title insurance and (2) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (E) sums paid or incurred to take any Taxes action required of any Loan Party under the Loan Documents that represent lossessuch Loan Party fails to pay or take; and (F) forwarding loan proceeds, claimscollecting checks and other items of payment, damages and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. All of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or liabilities arising from any non-Tax claimto another deposit account, all as described in Section 2.18(c). (b) The Borrowers shall indemnifyLoan Parties shall, on a joint jointly and several basisseverally, each indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any the applicable Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity a Loan Party or any of its a Restricted SubsidiariesSubsidiary, or any Environmental Liability related in any way to a Loan Party or a Restricted Subsidiary, (iv) the Parent Entity failure of a Loan Party to deliver to the Administrative Agent the required receipts or any of its Restricted Subsidiariesother required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (ivv) 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 Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officersIndemnitee. WITHOUT LIMITATION OF THE FOREGOING, directorsIT IS THE INTENTION OF THE BORROWERS AND THE BORROWERS AGREE THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, employeesCLAIMS, Affiliates or controlling Persons or DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES (ii) except in the case of any Agent (in its capacity as suchINCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective AffiliatesWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE. For the avoidance of doubt, this THE FOREGOING INDEMNITIES SHALL NOT APPLY WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT CAUSED BY OR ARISING FROM CONDITIONS FIRST COMING INTO EXISTENCE OR OCCURRING AFTER FORECLOSURE OR TRANSFER IN LIEU OF FORECLOSURE. This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank Agent (or any sub-agent thereof) or the Swingline Lender or the applicable Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this SectionSection 9.03, each Lender severally agrees to pay to the Administrative Agent, the relevant Swingline Lender or the applicable Issuing Bank (or any Related Party of any of the Swingline Lenderforegoing), as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that any such payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lender or such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and each other party Loan Party hereby waives, any claim against any partyIndemnitee, (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document 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 that, nothing in this sentence paragraph (d) shall not limit the Borrowers’ indemnification obligations set forth above relieve any Loan Party of any obligation it may have to the extent the relevant indemnify an Indemnitee against special, indirect, consequential or punitive damages are included in any asserted against such Indemnitee by a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty. (e) All amounts due under this Section 9.03 shall be payable not later than fifteen ten (1510) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers any Arranger and their respective Affiliates, limitedincluding, in the case of legal expenseswithout limitation, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent and disbursements each Arranger, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel for the Arrangers and the Administrative Agent (and, if necessary, one a single local counsel in each applicable jurisdiction and regulatory counsel), appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, each Arranger, any Issuing Bank or any Lender, limitedincluding, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent and each Arranger, taken as a whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of legal expensesan actual or potential conflict of interest where the Administrative Agent or any Arranger informs the Borrower of such conflict and thereafter retains its own counsel, to the reasonable and documented fees, charges and disbursements of a single another firm of counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counselfor such affected person), in connection with the enforcement or protection of its rights in connection with this AgreementAgreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basisindemnify the Administrative Agent, each AgentArranger, each Issuing Bank and each Lender, and each Related Party Party, successor, partner, representative or assign of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related liabilities, costs or reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby hereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the syndication of the Revolving Commitments and Term Loans by the Arrangersother Loan Documents, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned owned, leased or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or the Borrower or any Affiliate of the Borrower); provided that such indemnity shall not, as to any Indemnitee, be available available, (w) with respect to Taxes and amounts relating thereto (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), the indemnification for which shall be governed solely and exclusively by Section 2.14, (x) to the extent that such losses, claims, damages, liabilities liabilities, costs or related reasonable and documented expenses (i) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or (y) if arising from a material breach by such Indemnitee or any one of its officersAffiliates of its obligations under this Agreement or any other Loan Document (as determined by a court of competent jurisdiction by final and non-appealable judgment), directors, employees, Affiliates or controlling Persons or (iiz) except if arising from any dispute between and among Indemnitees that does not involve an act or omission by the Borrower or its Restricted Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any proceeding against the Administrative Agent or any Arranger in such capacity. The Borrower will not be required to indemnify any Indemnitee for any amount paid or payable by such Indemnitee in the settlement of any such indemnified losses, claims, damages, liabilities, costs or reasonable and documented expenses which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) the Borrower shall be deemed to consent to such settlement if it does not respond to the Indemnitee’s request within 5 Business Days; (B) the foregoing indemnity will apply if the Borrower shall have been offered an opportunity to assume the defense of such matter and shall have declined to do so and (C) the foregoing indemnity will apply if there is a final judgment for the plaintiff in such proceeding. In the case of any Agent (proceeding to which the indemnity in its capacity as such)this paragraph applies, arise from disputes solely among Indemnitees such indemnity and do reimbursement obligations shall be effective, whether or not involve any conduct such proceeding is brought by the Borrowers Borrower, any of its securityholders or creditors, an Indemnitee or any of their respective Affiliates. For the avoidance of doubtother Person, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claiman Indemnitee is otherwise a party thereto. (c) To Without limiting in any way the extent that a indemnification obligations of the Borrower fails pursuant to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (aSection 9.03(b) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified lossLenders pursuant to Section 8.06, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To to the extent permitted by applicable law, no each party hereto shall not assert, and each other party hereby waives, any claim against any partyIndemnitee or the Borrower or any of its Restricted Subsidiaries, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by it such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent other than for direct or actual damages resulting from its or its Related Parties’ the gross negligence, bad faith negligence or willful misconductmisconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. (ed) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each and all applicable jurisdiction and regulatory counsel)Taxes, in connection with the syndication of the credit facilities provided for herein, herein and the preparation and administration of this Agreement and the other Loan Documents or Financing Documents, (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and applicable Taxes, in connection with any amendments, modifications or waivers of the provisions hereof or thereof of any of the other Financing Documents, (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each the Collateral Agent or any Lender and all applicable jurisdiction and regulatory counsel)Taxes, in connection with the enforcement or protection of its their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimLoans. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank the Collateral Agent and each Lender, and as well as each Related Party and each assignee of any of the foregoing Persons (each such Person and each such assignee being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind and related all reasonable and documented out-of-pocket expenses (including due diligence expenses, limited, in the case of legal syndication expenses, to the travel expenses and reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each counsel) and all applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against Taxes to which any Indemnitee may become subject arising out of, of or in connection with, or as a result of with (i) the execution or delivery of this Agreement the Financing Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto thereto of their respective obligations hereunder or thereunder, and the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangersthereunder, (ii) any Loan or Letter of Credit any actual or the proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted SubsidiariesCredit Party, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted SubsidiariesCredit Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether 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 Transactions are consummated; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence (it being acknowledged that ordinary negligence does not necessarily constitute gross negligence) or willful wilful misconduct of or material breach of this Agreement by such Indemnitee. No Indemnitee shall be liable for any indirect or consequential damages in connection with its activities related to the Loans nor shall any of Credit Party be liable for any indirect or consequential damages in connection with its officers, directors, employees, Affiliates or controlling Persons or (ii) except in activities related to the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimLoans. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph Sections 9.3 (a) or (b) of this Section), each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank Agent or the Swingline Lender, Collateral Agent (as the case may be, applicable) such Lender’s pro rata share 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To The Borrower shall not assert, and hereby waives (to the fullest extent permitted by applicable law, no party hereto shall assert, and each other party hereby waivesLaw), any claim against any partyIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreementany 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) Any inspection of any property of any Credit Party made by or through the Administrative Agent or any Lender is for purposes of administration of this Agreement and the Financing Documents only, and neither the Borrower nor any other Credit Party 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 borrower 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) The Administrative Agent and the Lenders shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property caused by the actions, inaction or negligence of any Credit Party or their Affiliates and the Borrower hereby indemnifies and holds the Administrative Agent and the Lenders harmless on the terms set forth in Section 9.3(b) from any such loss, damage, liability or claim. (i) 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 their respective successors and permitted 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. (j) All amounts due under this Section 9.3 shall be payable not later than fifteen (15) days three Business Days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable reasonable, documented and documented invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Arrangers Joint Lead Arrangers, the Syndication Agent, the Documentation Agent, the Bookrunners, and their Affiliates, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent respective Affiliates (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counselwithout duplication), in connection with the syndication of the credit facilities provided for herein, and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (or proposed amendments, modifications or waivers, whether or not effective) (limited, in the transactions contemplated hereby or thereby shall case of legal expenses, to the reasonable, documented and invoiced fees and out-of-pocket charges and disbursements of (x) Xxxxxx Xxxxxx & Xxxxxxx LLP, (y) to the extent reasonably determined by the Administrative Agent to be consummatednecessary, one regulatory counsel and (z) to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each applicable jurisdiction, for all such Persons, taken as a whole), (ii) all reasonable reasonable, documented and documented invoiced out-of-pocket costs and expenses incurred by the relevant 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 reasonable, documented and documented invoiced out-of-pocket expenses incurred by the Administrative Agent, any each Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction the Issuing Banks and regulatory counsel)the Lenders, in connection with the enforcement or protection of its any rights or remedies (A) in connection with this Agreementthe Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights under this Section, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For Credit (limited, in the avoidance case of doubtlegal expenses, this Section 9.03(ato the reasonable, documented and invoiced fees and out-of-pocket charges and disbursements of (x) shall not apply one lead counsel, (y) to Taxesthe extent reasonably determined by the Administrative Agent to be necessary, except any Taxes that represent lossesone regulatory counsel and (z) to the extent reasonably determined by the Administrative Agent to be necessary, claimsone local counsel in each applicable jurisdiction, damages for all such Persons, taken as a whole, and, solely in the case of an actual or liabilities arising from any non-Tax claimreasonably perceived conflict of interest, one additional lead counsel (and one additional local counsel in each applicable jurisdiction) per group of similarly situated affected parties). (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Joint Lead Arranger, each Issuing Bank and Bank, each Lender, the Syndication Agent, the Documentation Agent, the Bookrunners 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 actions, suits, investigations, inquiries, losses, claims, damages, liabilities liabilities, proceedings or expenses of any kind or nature whatsoever and related reasonable reasonable, documented and documented invoiced out-of-pocket expenses, limited, in the case fees and expenses of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against or involving any Indemnitee by any third party or by the Borrower or any Subsidiary arising out of, in connection with, or as a result of or in any way related to (i) the execution or delivery of this Agreement Agreement, any Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangersthereby, (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), (iii) to the extent in any way arising from or relating to or arising from any of the foregoing, any actual or alleged presence or release Release or threat of Release of Hazardous Materials on on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiary, or any other Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, regardless of whether brought by the Borrower or any Subsidiary (or any of their respective securityholders or creditors), any Indemnitee or any other Person and regardless of whether any Indemnitee is a party theretothereto (collectively, “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such actions, suits, investigations, inquiries, losses, claims, damages, liabilities liabilities, proceedings, costs or related expenses (x) resulted from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (z) arose from disputes between or among Indemnitees that do not involve an act or omission by the Borrower or any Restricted Subsidiary (other than claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement). To the fullest extent permitted by applicable Requirements of Law, no party hereto shall assert, and each party hereby waives, any claim against the other party on any theory of liability for special, indirect, consequential or punitive damages or lost profits (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 (in each case, other than, in the case of the Borrower, in respect of any such damages incurred or paid or payable by an Indemnitee in connection with any third party claim against any Indemnitee). (c) No Loan Party shall assert, and each hereby waives on behalf of itself and each other Loan Party, any claim against any Indemnitee (i) for any direct or actual damages arising from the use by unintended recipients of information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems (including the Internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that such waiver shall not, as to any Indemnitee, be available to the extent that such direct or actual damages are determined by a court of competent jurisdiction by final and nonappealable final, non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each other party hereby waives, any claim against any party, on any theory of liability, 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (ed) All amounts due under this Section shall be payable not later than fifteen ten (1510) days Business Days after written demand therefor; provided, however, that an any Indemnitee shall promptly refund any amount an indemnification payment received under this Section 9.03 hereunder to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03Section.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Collateral Agent and their Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers Administrative Agent and the Administrative Collateral Agent (and, if necessary, one and any local counsel that either such Agent determines to be appropriate in each applicable jurisdiction and regulatory counselconnection with matters affected by laws other than those of the State of New York), in connection with the syndication of the credit facilities provided for hereinRestatement Transactions, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessarythe Collateral Agent, one local counsel in each applicable jurisdiction and regulatory counsel)any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnifyindemnify the Administrative Agent, on a joint and several basis, each the Collateral Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Restatement Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangersor thereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted the Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, trustees, officers or employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees (but without limiting the obligation of the Borrower to pay such amount) to pay to the Administrative Agent, the relevant Collateral Agent, the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined based upon their share of the combined Applicable Class A Percentages and Applicable Class B Percentages as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Collateral Agent, the applicable Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee, 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 the Loan Document Documents or any agreement or instrument contemplated hereby or thereby, the Restatement Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agents and their Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, one additional local counsel in each applicable jurisdiction for the Agents and regulatory counsel)their Affiliates, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative AgentAgents, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single one primary counsel (and, if necessary, and one additional local counsel in each applicable jurisdiction for the Administrative Agent and regulatory counsel)the Issuing Banks and one additional counsel for all of the Lenders and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Company shall indemnify, on a joint and several basis, each Agentindemnify the Agents, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Company or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Company or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or any (y) a material breach by such Indemnitee of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in express obligations under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct Loan Documents pursuant to a claim initiated by the Borrowers or any of their respective AffiliatesCompany. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative any Agent, an any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative such Agent, the relevant any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent, such any Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Company shall not assert, and each other party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates and the Lead Arrangers, the Collateral Agent, the Arrangers each Issuing Bank and their AffiliatesSwingline Lender, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single Xxxxx Xxxx & Xxxxxxxx LLP and any other special or local counsel for the Arrangers and Administrative Agent as may have been retained by the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)after consultation with the Borrower, in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or any amendments, modifications or waivers of the provisions hereof or thereof (in each case whether or not the transactions contemplated hereby or thereby shall be Transactions are consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessarythe Collateral Agent, one local counsel in each applicable jurisdiction and regulatory counsel)any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights under or in connection with this AgreementAgreement 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 reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, the Collateral Agent, the Lead Arrangers each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the arrangement and the syndication of the credit facilities provided for herein, the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release or threatened release of Hazardous Materials at, under, on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower or any Affiliate thereof; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates, officers, directors, employees, Affiliates advisors or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliatesagents. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, no party hereto neither the Borrower nor any Indemnitee shall assert, and each other party hereby waives, have liability for any claim against any 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, 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above thereof (other than in respect of such damages incurred or paid by an Indemnitee to the extent the relevant special, indirect, consequential or punitive damages are included in any a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty). (e) All amounts due under this Section shall be payable promptly/not later than fifteen (15) 10 days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under together with reasonable detail and supporting documentation. (f) The provisions of this Section 9.03 to shall remain operative and in full force and effect regardless of the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to expiration of the express terms term of this Section 9.03Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, 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 the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents, the Documentation Agent, the Arrangers Syndication Agent and their respective Affiliates, limitedincluding the reasonable fees, in the case disbursements and other charges of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)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)hereof, (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the applicable Administrative Agent, any Issuing Bank Agent or any LenderLender or Issuing Bank, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single legal counsel (and, if necessary, one local counsel in each for the applicable jurisdiction and regulatory counsel)Administrative Agent or any Lender or Issuing Bank, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderSection 9.3(a), including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For ; provided, that the avoidance of doubt, Borrowers’ obligations under this Section 9.03(a9.3(a) for fees and expenses of legal counsel shall not apply be limited to Taxesfees and expenses of (x) one primary outside legal counsel for all Persons described in clauses (i), except (ii) and (iii) above, taken as a whole, (y) in the case of any Taxes that represent lossesactual or perceived conflict of interest, claimsone outside legal counsel for each group of affected Persons similarly situated, damages taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or liabilities arising from any non-Tax claimforeign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions). (b) The Borrowers shall indemnifyindemnify the Agents, on a joint and several basisthe Arrangers, each AgentLender, each Issuing Bank and each LenderBank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including the reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of (i) one primary outside legal counsel to the Indemnitees, taken as a single whole, (ii) in the case of any actual or perceived conflict of interest where the Indemnitees affected by such conflict informs the Borrowers of such conflict and thereafter retains their own counsel, one additional outside legal counsel for the each group of affected Indemnitees similarly situated, taken as a whole, in each appropriate jurisdiction and (and, iii) if necessary, one local or foreign legal counsel in each applicable appropriate jurisdiction and one additional (which may include a single special counsel for each Indemnitee acting in the event of conflicts of interestmultiple jurisdictions)), which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (iw) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (iix) any Loan or Letter Letters 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), (iiiy) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted SubsidiariesParent’s Subsidiaries (including any predecessor entities), or any Environmental Liability related in any way relating to the Parent Entity or any of its Restricted SubsidiariesParent’s Subsidiaries (including any predecessor entities), or (ivz) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and whether or not such claim, litigation, investigation or proceeding is brought by Parent, any other Borrower or any of their respective Affiliates, their respective creditors or any other Person; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee or its Related Parties, (2) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by Parent or any of its officersParent’s Subsidiaries and that is brought by an Indemnitee against any other Indemnitee (provided, directors, employees, Affiliates or controlling Persons or (ii) except that in the case event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought against any Agent or any Arranger (in either case, in its capacity as such) by other Indemnitees, such Agent or such Arranger, as the case may be (in its capacity as such), shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above), (3) arise from disputes solely among Indemnitees and do not involve any conduct settlement entered into by the Borrowers any Indemnitee or any of their respective Affiliates. For its Related Parties in connection with the avoidance foregoing without any Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), or (4) are in respect of doubtindemnification payments made pursuant to Section 8.7, to the extent the Borrowers would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.03(b9.3(b). This Section 9.3(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, damages or liabilities damages, etc., arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto none of Parent, any other Borrower or any Indemnitee shall assert, and each of Parent, each other party Borrower and each Indemnitee hereby waives, any claim against Parent, each other Borrower or any partyIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter Letters of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above thereof or any act or omission or event occurring in connection therewith, and, to the extent permitted by applicable law, Parent and each other Borrower and each Indemnitee hereby waive, release and agree not to xxx upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided, that nothing contained in this paragraph shall limit the relevant special, indirect, consequential or punitive damages are included obligations of the Borrowers under Section 9.3(b) in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients respect of any information or such damages claimed against the Indemnitees by Persons other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductthan Indemnitees. (ed) All amounts due under this Section 9.3 shall be payable not later than fifteen (15) 30 days after written demand therefor; provided. (e) Notwithstanding the foregoing, however, that an each Indemnitee shall promptly be obligated to refund and return any amount received under this Section 9.03 and all amounts paid by the Borrowers to such Indemnitee for fees, expenses or damages to the extent that there is a final judicial or arbitral determination that such Indemnitee was is not entitled to indemnification rights payment of such amounts in accordance with respect to such payment pursuant to the express terms hereof, as determined by a final, non-appealable judgment of this Section 9.03a court of competent jurisdiction.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Administrative Agent, the Arrangers Collateral Agent and each of their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), for all Joint Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the relevant 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 and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender, limited, in Lender (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (andone primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent and regulatory counselthe Collateral Agent (including an additional counsel if an actual or potential conflict of interest arises), and one additional counsel for the Issuing Banks and all the Lenders, and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses), in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out of pocket costs and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, the Collateral Agent each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in expenses (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (andone primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent and the Collateral Agent (including an additional counsel if an actual or potential conflict of interest arises) and one additional counsel for each Indemnitee the Issuing Banks and all the Lenders, and additional counsel in the event light of actual or potential conflicts of interest)interest or the availability of different claims or defenses) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such for any losses, claims, damages, liabilities or related expenses of any Indemnitee (ix) to the extent they are determined in a court of competent jurisdiction in a final and non-appealable judgment to arise from the willful misconduct, bad faith or gross negligence of such Indemnitee and (y) that arise from any material breach of this Agreement or any other Loan Document by such Indemnitee as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliatesnon-appealable judgment. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and the Collateral Agent, the relevant and each Revolving Lender severally agrees to pay to any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such any Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and each other party Loan Party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, the Restatement Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent and their respective Affiliates (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities 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 out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, Lender (limited to the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent and the Lenders, which counsel shall be selected by the Administrative Agent (and, if the Administrative Agent reasonably deems it necessary, one local counsel in each applicable jurisdiction jurisdiction, regulatory counsel and regulatory counselone additional counsel for the affected parties in the event of a conflict of interest)), in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this SectionSection 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers shall indemnifyindemnify the Administrative Agent, on a joint and several basisthe Arrangers, each the Syndication Agent, the Documentation Agent, each Issuing Bank and each Lender (including the Swingline Lender), and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees selected by the Administrative Agent (and, if the Administrative Agent reasonably deems it necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee similarly situated group of affected Indemnitees in the event of conflicts an actual or perceived conflict of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, or, in the case of the Administrative Agent and its Related Parties, only, the administration of this Agreement and the syndication of the Revolving Commitments and Term Loans by the Arrangersother Loan Documents, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrowers or any of its Restricted their Subsidiaries, or any Environmental Liability related in any way to the Parent Entity a Borrower or any of its Restricted Subsidiaries, Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and whether brought by a Borrower, any other Loan Party, their respective equityholders or any third party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates, officers, directors, employees, Affiliates employees or controlling Controlling Persons or (iiy) except result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in the case bad faith of such Indemnitee’s obligations hereunder or under any Agent (other Loan Document, if such Borrower or such Loan Party has obtained a final and non-appealable judgment in its capacity favor on such claim as such), arise from disputes solely among Indemnitees and do not involve any conduct determined by the Borrowers or any a court of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimcompetent jurisdiction. (c) To the extent that a Borrower fails the Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent, an Issuing Bank or Bank, the Swingline Lender or any Related Party of any of the foregoing under paragraph clause (a) or (b) of this SectionSection 9.03, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or Bank, the Swingline LenderLender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, 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, Issuing Bank or Swingline Lender in connection with such capacity. (d) To the extent permitted by applicable lawLaw, no party hereto shall assert, and each other party hereto hereby waives, any claim against any party, other party hereto and any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan 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 this sentence clause (d) shall not in no way limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph clauses (a) and (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductSection 9.03. (e) All amounts due under this Section 9.03 shall be payable not later than fifteen (15) 60 days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Arranger and their Affiliates, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers Arranger and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Agents and another single counsel for all other Lenders (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Agents (and their related Persons) and another single counsel for all other Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions Transaction or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the ArrangersArranger, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and regardless of whether such claim is brought by the Borrower, any of its Affiliates or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (iiy) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers Borrower or any of their respective its Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto to this Agreement shall assert, and each other such party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence Section 9.03(d) shall not limit affect the Borrowers’ indemnification obligation of the Borrower to indemnify any Indemnitee hereunder or any other obligations of any party expressly set forth above to in the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductDocuments. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates and the other Initial Lenders, the Arrangers and their Affiliates, limited, in the case of legal expenses, including but not limited to the reasonable expenses incurred in connection with due diligence and documented the reasonable fees, charges and disbursements of a single New York counsel for the Arrangers Administrative Agent and of a single local counsel for the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)jurisdiction, in connection with the syndication of the credit facilities provided for herein, the preparation and administration (to the extent such administration requires the services of this Agreement and an outside counsel or consultant) of the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single transactional counsel and a single special counsel for the Administrative Agent, the Issuing Banks and the Lenders (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counselcollectively), in connection with the enforcement or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each any Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel entitled to reimbursement pursuant to Section 9.03 (a) for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned Property or operated by the Parent Entity or any of its Restricted SubsidiariesFormer Property (as defined in Section 3.16 hereof), or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful wilful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimIndemnitee. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an any Issuing Bank Bank, the Collateral Agent (with respect to its activities for the benefit of the Lenders) or the any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, and each Lender agrees to pay to such Issuing Bank, the relevant Issuing Bank Collateral Agent or the any Swingline Lender, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the any Swingline Lender in its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the sum of the total Revolving Exposures, Tranche A LC Exposures, outstanding Term Loans and unused Commitments and unfunded Tranche A Credit-Linked Deposits at the time. (d) To the extent permitted by applicable law, no party hereto neither Allied Waste nor the Borrower shall assert, and each other party hereby waives, any claim against any partyIndemnitee, 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 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) ten days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, and one local counsel in each applicable jurisdiction and regulatory counsel)jurisdiction, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single one primary counsel (and, if necessary, for the Administrative Agent and one additional local counsel in each applicable jurisdiction for the Administrative Agent, and regulatory counsel)one counsel for all the Lenders other than the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limitedexpenses (which, in the case of legal expensesfees, charges and disbursements of counsel, shall be limited to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (andi) one primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent, its Affiliates and related Indemnitees (taken as a whole) and (ii) one additional counsel, and one additional counsel in each applicable jurisdiction, for each Indemnitee in all the event of conflicts of interestLenders and other Indemnitees (taken as a whole), ) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to of the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) the material breach by such Indemnitee of its express obligations under this Agreement pursuant to a claim initiated by the Borrower or (z) any dispute solely among Indemnitees (not arising as a result of an act or omission by the Borrower or any of its officers, directors, employees, Affiliates Subsidiaries or controlling Persons Affiliates) other than claims against any of the Administrative Agent or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers Lenders or any of their respective AffiliatesAffiliates in its capacity or in fulfilling its role as the Administrative Agent, an Issuing Bank, the Swingline Lender, a lead arranger, a bookrunner or any similar role under this Agreement). For Each of the avoidance Administrative Agent and the Lenders hereby agrees, on behalf of doubtitself and its related Indemnitees, this that any settlement entered into by the Administrative Agent or such Lender, respectively, and its related Indemnitee in connection with a claim or proceeding for which an indemnity claim is made against the Borrower pursuant to the preceding sentence shall be so entered into in good faith and not on an arbitrary or capricious basis. This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, each Administrative Agent, the Arrangers Collateral Agent and each of their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), for all Joint Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the relevant 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 and documented out-of-pocket costs and expenses incurred by the each Administrative Agent, the Collateral Agent any Issuing Bank or any Lender, limited, in Lender (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (andone primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agents and regulatory counselthe Collateral Agent (including an additional counsel if an actual or potential conflict of interest arises), and one additional counsel for the Issuing Banks and all the Lenders, and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses), in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out of pocket costs and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, indemnify each Administrative Agent, the Collateral Agent each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in expenses (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (andone primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agents and the Collateral Agent (including an additional counsel if an actual or potential conflict of interest arises) and one additional counsel for each Indemnitee the Issuing Banks and all the Lenders, and additional counsel in the event light of actual or potential conflicts of interest)interest or the availability of different claims or defenses) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such for any losses, claims, damages, liabilities or related expenses of any Indemnitee (ix) to the extent they are determined in a court of competent jurisdiction in a final and non-appealable judgment to arise from the willful misconduct, bad faith or gross negligence of such Indemnitee and (y) that arise from any material breach of this Agreement or any other Loan Document by any Indemnitee as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliatesnon-appealable judgment. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the either Administrative Agent, an the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to each Administrative Agent and the Administrative Collateral Agent, the relevant and each Revolving Lender severally agrees to pay to any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the either Administrative Agent, such any Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and each other party Loan Party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Parent Borrower and the other Loan Parties, jointly and severally, shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and its Affiliates (and, solely in respect of the syndication of the credit facilities and the preparation of the initial Loan Documents, the Arrangers Commitment Parties and their AffiliatesRelated Parties), limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)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) (provided that, notwithstanding anything herein to the contrary, the Parent Borrower shall be responsible for the fees and expenses of only one counsel to the Administrative Agent, its Affiliates, the Commitment Parties and their Related Persons (and one local counsel in each relevant jurisdiction), it being understood that this proviso applies only to this clause (a)(i)), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) all reasonable fees associated with, and all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with, collateral monitoring, collateral reviews, field examinations and appraisals (including reasonable fees and expenses of advisors and professionals engaged by the Administrative Agent relating thereto). For the avoidance of doubt, this This Section 9.03(a) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (b) The Borrowers Parent Borrower and the other Account Parties, jointly and severally, shall indemnifyindemnify each Commitment Party, on a joint and several basis, each the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to in the extent relating to case of each Commitment Party and its Related Parties, the Commitment Letter or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted Subsidiaries, their activities thereunder or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) are determined arise in connection with any judgment rendered by a court of competent jurisdiction by final and nonappealable judgment to have resulted in favor of any Borrower or Account Party against such Indemnitee, (y) result from the bad faith, gross negligence or willful misconduct of such Indemnitee (as finally determined by a court of competent jurisdiction) or (z) result from any dispute among the Lenders and the Administrative Agent, or any of its officersthem, directors, employees, Affiliates or controlling Persons or (ii) except in other than disputes resulting from the case fault of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective AffiliatesLoan Party. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (c) . To the extent that a the Parent Borrower or any other Account Party fails to pay any amount required to be paid by it to the Administrative Agent, an any Issuing Bank or the any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant applicable Issuing Bank or the applicable Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the applicable Issuing Bank or the applicable Swingline Lender in its capacity as such. (dc) To the extent permitted by applicable law, no party hereto neither Holdings, any Borrower, any Account Party or any other Subsidiary shall assert, and each other party hereby waives, any claim against any partyIndemnitee, 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 Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, the Commitment Letter, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (ed) All amounts due under this Section shall be payable not later than fifteen (15) 30 days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one U.S. counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable foreign jurisdiction and regulatory counsel)for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks or Syndtrak) 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 out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel for the Administrative Agent, any Issuing Bank or any Lender, (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), x) in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or (y) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Company shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank and each Lender, each arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Company or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Company or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in arise out of or result from claims of one or more Indemnitees against another Indemnitee and not involving any act or omission by the case Company, its Subsidiaries or Affiliates, or any of the foregoing’s officers, directors or employees (other than any Agent (claim against an Indemnitee solely in its capacity as such)an arranger, arise from disputes solely among Indemnitees and do not involve any conduct by Administrative Agent or similar role in connection with the Borrowers Loan Documents or any related transactions contemplated hereby or intended use of their respective Affiliatesthe proceeds from any Credit Event). For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent, an the Swingline Lender, any arranger or any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or and each Lender severally agrees to pay to the Swingline LenderLender or such Issuing Bank, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, (i) no Borrower shall assert, and each Borrower 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), unless such damages are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct, and (ii) no party hereto shall assert, and each other party hereby waives, any claim against any party, 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable promptly not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents, the Documentation Agent, the Arrangers Syndication Agent and their respective Affiliates, limitedincluding the reasonable fees, in the case disbursements and other charges of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)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)hereof, (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the applicable Administrative Agent, any Issuing Bank Agent or any LenderLender or Issuing Bank, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single legal counsel (and, if necessary, one local counsel in each for the applicable jurisdiction and regulatory counsel)Administrative Agent or any Lender or Issuing Bank, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderSection 9.3(a), including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For ; provided, that the avoidance of doubt, Borrowers’ obligations under this Section 9.03(a9.3(a) for fees and expenses of legal counsel shall not apply be limited to Taxesfees and expenses of (x) one primary outside legal counsel for all Persons described in clauses (i), except (ii) and (iii) above, taken as a whole, (y) in the case of any Taxes that represent lossesactual or perceived conflict of interest, claimsone outside legal counsel for each group of affected Persons similarly situated, damages taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or liabilities arising from any non-Tax claimforeign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions). (b) The Borrowers shall indemnifyindemnify the Agents, on a joint and several basisthe Arrangers, each AgentLender, each Issuing Bank and each LenderBank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including the reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of (i) one primary outside legal counsel to the Indemnitees, taken as a single whole, (ii) in the case of any actual or perceived conflict of interest where the Indemnitees affected by such conflict informs the Borrowers of such conflict and thereafter retains their own counsel, one additional outside legal counsel for the each group of affected Indemnitees similarly situated, taken as a whole, in each appropriate jurisdiction and (and, iii) if necessary, one local or foreign legal counsel in each applicable appropriate jurisdiction and one additional (which may include a single special counsel for each Indemnitee acting in the event of conflicts of interestmultiple jurisdictions)), which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (iw) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (iix) any Loan or Letter Letters 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), (iiiy) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted SubsidiariesParent’s Subsidiaries (including any predecessor entities), or any Environmental Liability related in any way relating to the Parent Entity or any of its Restricted SubsidiariesParent’s Subsidiaries (including any predecessor entities), or (ivz) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and whether or not such claim, litigation, investigation or proceeding is brought by Parent, any other Borrower or any of their respective Affiliates, their respective creditors or any other Person; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee or its Related Parties, (2) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by Parent or any of its officersParent’s Subsidiaries and that is brought by an Indemnitee against any other Indemnitee (provided, directors, employees, Affiliates or controlling Persons or (ii) except that in the case event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought against any Agent or any Arranger (in either case, in its capacity as such) by other Indemnitees, such Agent or such Arranger, as the case may be (in its capacity as such), shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above), (3) arise from disputes solely among Indemnitees and do not involve any conduct settlement entered into by the Borrowers any Indemnitee or any of their respective Affiliates. For its Related Parties in connection with the avoidance foregoing without any Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), or (4) are in respect of doubtindemnification payments made pursuant to Section 8.7, to the extent the Borrowers would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.03(b9.3(b). This Section 9.3(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, damages or liabilities damages, etc., arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto none of Parent, any other Borrower or any Indemnitee shall assert, and each of Parent, each other party Borrower and each Indemnitee hereby waives, any claim against Parent, each other Borrower or any partyIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, any Loan or Letter Letters of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above thereof or any act or omission or event occurring in connection therewith, and, to the extent permitted by applicable law, Parent and each other Borrower and each Indemnitee hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided, that nothing contained in this paragraph shall limit the relevant special, indirect, consequential or punitive damages are included obligations of the Borrowers under Section 9.3(b) in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients respect of any information or such damages claimed against the Indemnitees by Persons other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductthan Indemnitees. (ed) All amounts due under this Section 9.3 shall be payable not later than fifteen (15) 30 days after written demand therefor; provided. (e) Notwithstanding the foregoing, however, that an each Indemnitee shall promptly be obligated to refund and return any amount received under this Section 9.03 and all amounts paid by the Borrowers to such Indemnitee for fees, expenses or damages to the extent that there is a final judicial or arbitral determination that such Indemnitee was is not entitled to indemnification rights payment of such amounts in accordance with respect to such payment pursuant to the express terms hereof, as determined by a final, non-appealable judgment of this Section 9.03a court of competent jurisdiction.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and either Agent or any of their Affiliates, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers Affiliates and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction Joint Bookrunners and regulatory counsel), Joint Lead Arrangers in connection with the syndication and arrangement 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); provided that, with respect to fees, charges and disbursements of outside counsel, the Company’s reimbursement obligations under this clause (i) shall be limited to the reasonable fees, charges and disbursements of a single U.S. and Canadian counsel for the U.S. Administrative Agent and the Canadian Administrative Agent, (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative either Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel (andfor either Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)the Issuing Banks or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made made, the B/As accepted and purchased or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, B/A or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Company shall indemnify, on a joint and several basis, indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single U.S. and Canadian counsel for such Indemnitees taken as a whole and in the case of a conflict of interest, one additional U.S. and Canadian counsel to each group of affected Indemnitees (to the extent necessary with respect to such groups) (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interestany other relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the arrangement, execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (ii) any Loan Loan, B/A 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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Company or any of its Restricted the Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Company or any of its Restricted the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (iA) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faithgross negligence, gross negligence or willful misconduct or unlawful acts of such Indemnitee or (B) result from disputes solely between Indemnitees (other than disputes involving claims against any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (Person in its capacity as such)as, arise from disputes solely among Indemnitees or fulfilling its role as, a Joint Bookrunner and do Joint Lead Arranger or Agent or similar role in respect of this Agreement) not involve involving any conduct act or omission by the Borrowers Company, any Subsidiary or any Related Party of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimCompany. (c) Without limiting any provision of this Agreement, it is the express intention of the parties hereto that each Indemnified Person shall be indemnified and held harmless against any and all losses, liabilities, claims or damages arising out of or resulting from the ordinary sole or contributory negligence of such Indemnified Person. Without prejudice to the survival of any other obligations of either Borrower hereunder, the obligations of each Borrower under this Section 10.03 shall survive the termination of this Agreement and/or the payment or assignment of the Loans. (d) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative either Agent, an any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative such Agent, the relevant such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (de) To the extent permitted by applicable law, no party hereto neither an Indemnitee nor the Company shall assertbe liable to the Company or any Indemnitee in connection with its activities related to this Agreement or in connection with any suit, and each action or proceeding (i) for any damages arising from the use by unauthorized Persons of information or materials sent through electronic, telecommunications or other party hereby waivesinformation transmission systems that are intercepted by such persons (except to the extent arising from the bad faith, willful misconduct or gross negligence of such Indemnitee or the Company, as applicable) or (y) for any claim against any party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofit being understood that, 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant any Indemnitee is liable to a third party for any special, indirect, consequential or punitive damages are included damages, the Company’s indemnification obligations set forth in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunicationsapply, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except subject to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductproviso contained in such clause (b)). (ef) All amounts due under this Section shall be payable not later than fifteen (15) 30 days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial therefor (including documentation reasonably supporting such reimbursement or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03request).

Expenses Indemnity Damage Waiver. (a) The Borrowers To the extent the Effective Date occurs, the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent(including due diligence expenses, the Arrangers syndication expenses, consultant’s fees and their Affiliatesexpenses, limitedtravel expenses, but in the case of legal expenses, fees limited to the reasonable and documented fees, charges and disbursements of a single one counsel for the Arrangers and if reasonably required by the Administrative Agent (Agent, local counsel or specialist counsel, and, if necessarythere is an actual or perceived conflict of interest that requires separate representation for any Agent, any Bookrunner or any Lender, one local additional counsel for each Person subject to such conflict of interest (in each applicable jurisdiction and regulatory case except allocated costs of in-house counsel)) incurred by the Bookrunners, the Administrative Agent, and their respective Affiliates, 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 out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder [reserved] and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank the Bookrunners or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single one counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), the Bookrunners or any Lender in connection with the enforcement or protection of its their rights (A) in connection with this Agreement, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimLoans. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank the Bookrunner and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one counsel for any Indemnitee and if reasonably required by the Indemnitees (Administrative Agent, local counsel or specialist counsel, and, if necessarythere is an actual or perceived conflict of interest that requires separate representation for any Indemnitee, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee Person subject to such conflict of interest (in the event each case except allocated costs of conflicts of interestin-house counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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)therefrom, (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in arising from any way to activities or operations of, or ownership of any property by, the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to (A) the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted arise from the bad faith, gross negligence or willful misconduct of such Indemnitee or the material breach by such Indemnitee of the express terms of this Agreement, (B) to the extent that such losses, claims, damages, liabilities or related expenses arise out of, or in connection with, any proceeding that does not involve an act or omission by the Borrower or any of its officers, directors, employees, Affiliates or controlling Persons or and that is brought by an Indemnitee against any other Indemnitee (ii) except in the case of any Agent (other than in its capacity as suchan agent, arranger or bookrunner with respect to the credit facility evidenced hereby), arise or (C) to the extent of any settlement of any proceeding if the amount of such settlement was effected without the Borrower’s consent (which consent shall not be unreasonably withheld), but if settled with the Borrower’s written consent or if there is a final judgment for the plaintiff in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee from disputes solely among Indemnitees and do not involve against any conduct and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 9.03(b). To the extent that the undertakings to defend, indemnify, pay and hold harmless as set forth in this Section 9.03(b) may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such losses, claims, damages, liabilities and related expenses incurred by the Borrowers Indemnitees or any of their respective Affiliatesthem. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank Agent or the Swingline Lender under Bookrunners pursuant to paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank Agent or the Swingline LenderBookrunners, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that (i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank Agent or the Swingline Lender Bookrunners in its capacity as suchsuch and (ii) no such payment shall release any of the Borrower’s indemnity or reimbursement obligations under the Loan Documents. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee, and each Indemnitee shall not assert, and hereby waives, any claim against the Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, 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 contained in this sentence paragraph shall not limit the Borrowers’ indemnification Borrower’s obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agent, the Arrangers Collateral Agent, the Special Collateral Agent, and their the Issuing Bank, and its respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)such Persons, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any the Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Collateral Agent, the Special Collateral Agent, the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessarythe Collateral Agent, one local counsel in each applicable jurisdiction and regulatory counsel)the Special Collateral Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights against any Credit Party in connection with this AgreementAgreement or the other Loan Documents, including its rights against any Credit Party under this Section, or against any Credit Party in connection with the Loans made hereunder or Letters the Letter of Credit issued hereunderCredit, or any Collateral, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Letter of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimCollateral. (b) The Borrowers shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Collateral Agent, the Special Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication or thereby (other than in connection with disputes between parties hereto other than Credit Parties regarding obligations of the Revolving Commitments and Term Loans by the Arrangerssuch other parties), (ii) any Loan or the 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 the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity and Credit Party or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity any Credit Party or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful wilful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimIndemnitee. (c) To the extent that a Borrower fails the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, an the Collateral Agent, the Special Collateral Agent, or the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank Collateral Agent, the Special Collateral Agent, or the Swingline LenderIssuing Bank, as the case may be, such Lender’s pro rata share 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Collateral Agent, the Special Collateral Agent, or the Issuing Bank or the Swingline Lender in its capacity as such; and provided further that the action of the Collateral Agent, the Special Collateral Agent or the Issuing Bank giving rise to the same did not constitute gross negligence or willful misconduct by such Person. (d) To the extent permitted by applicable law, no party hereto the Borrowers shall not assert, and each other party Borrower hereby waives, any claim against any partyIndemnitee, 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 Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after -56- written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Mandated Lead Arrangers, the Arrangers and their Affiliates, limited, in the case of legal expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), Mandated Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinRevolving Credit Facility, the preparation and administration of this Agreement and the other Loan Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, however, that in the case of legal fees and expenses, such fees and expenses shall be limited to reasonable, documented and out-of-pocket fees and expenses of one joint legal counsel to the Administrative Agent and the Mandated Lead Arrangers and, if reasonably necessary or advisable in the judgment of the Administrative Agent, one firm of local counsel to the Administrative Agent and the Mandated Lead Arrangers in each applicable jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional firm of counsel in each applicable jurisdiction to the Administrative Agent or the affected Mandated Lead Arrangers, as applicable, similarly situated taken as a whole); provided, further, under no circumstances shall the Borrower be responsible for any travel or transportation costs of the Administrative Agent or Mandated Lead Arrangers, (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Administrative Agent, any Issuing Bank or any Lender (but solely one counsel and, if necessaryrequested by the Mandated Lead Arrangers, one local counsel Louisiana counsel, in each applicable jurisdiction respect of the Administrative Agent, the Mandated Lead Arrangers, the Issuing Banks and regulatory counsel)the Lenders, collectively) in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Financing Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For ; provided, that, notwithstanding anything herein to the avoidance of doubtcontrary, other than as set forth in this Section 9.03(a) 9.03(a)(iii), the Borrower will not be responsible for any other amounts relating to independent advisors, experts, counsel, consultants or other Persons retained by the Administrative Agent, the Lenders, the Issuing Banks or the Mandated Lead Arrangers. Any agreements that the Administrative Agent enters into with independent advisors, experts, counsel, consultants or any other Person involving costs to be reimbursed by the Borrower shall not apply be required to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimbe approved by the Required Lenders and be in accordance with the terms of the Financing Documents. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank and Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the preparation, execution or delivery of this Agreement any Financing Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (ii) any Commitment, Loan or Letter of Credit 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)therefrom, (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on 96 Cleco Corporate Holdings LLC or from any property owned owned, leased or operated by the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiary, or any Environmental Liability related in any way with respect to the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, and regardless of whether any Indemnitee is a party thereto; provided provided, that all legal expenses shall be limited to the reasonable, documented and out-of-pocket fees and disbursements of one firm of legal counsel of all Indemnitees in connection with indemnification claims arising out of the same facts or circumstances and, if reasonably necessary or advisable in the judgment of the Administrative Agent, one firm of local counsel to the Indemnitees in each applicable jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional firm of counsel in each applicable jurisdiction to the affected Indemnitees similarly situated taken as a whole provided, further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith, gross negligence fraud or willful misconduct of such Indemnitee or the material breach in bad faith by any Indemnitee of its officersexpress obligations hereunder or any other Financing Document, directors, employees, Affiliates or controlling Persons or (iiy) except in the case of any Agent (in its capacity as such), arise have resulted from disputes a dispute solely among Indemnitees and do not involve Indemnitees, other than any conduct by claim against the Borrowers Administrative Agent or any Mandated Lead Arranger or any of their respective Affiliatesaffiliates in their respective capacities or in fulfilling their respective roles hereunder or under any other Financing Document. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. Notwithstanding the foregoing, the Borrower shall not be liable for any settlement of any losses, claims, damages, liabilities and related expenses which is effected without the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned, it being understood and agreed that the withholding, conditioning or delaying of the Borrower’s consent in connection with a settlement which does not include an unconditional release of the Borrower from all liability or claims that are the subject matter of such claim, litigation, investigation or proceeding shall not be deemed unreasonable), but if settled with the prior written consent of the Borrower, or if there is a judgment against an Indemnitee in any claim, litigation, investigation or proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee in the manner and subject to the conditions set forth in this Section 9.03. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Agent or any Issuing Bank or the Swingline Lender under paragraph clause (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant and each Lender agrees to pay to such Issuing Bank or the Swingline Lender, as the case may be, such LenderXxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the fullest extent permitted by applicable law, no party none of the parties hereto or to any other Financing Document shall assert, and each other such party hereby waives, any claim against any party, other party on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Financing Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereofthereof or 97 Cleco Corporate Holdings LLC arising out of the activities in connection therewith; provided that provided, however, that, for the avoidance of doubt, the waiver in this sentence Section 9.03(d) shall not limit be without prejudice to the Borrowers’ indemnification obligations set forth above rights and remedies of an Indemnitee under Section 9.03(b) with respect to any and all out-of-pocket losses, claims, damages, liabilities and related expenses incurred by any Indemnitee as and to the extent provided in Section 9.03(b). (e) In the relevant specialevent that any claim, indirectlitigation, consequential investigation or punitive damages are included proceeding shall be brought against any Indemnitee relating to the matters set forth in clause (a)(iii) of this Section 9.03, such Indemnitee shall promptly notify the Borrower thereof, and the Borrower shall be entitled, in its sole discretion, to assume and direct the defense thereof and appoint counsel of its own choosing in connection therewith. The same shall be a condition to the ability of such Indemnitee to receive any related indemnification contemplated herein. Notwithstanding the Borrower’s assumption and direction of such defense or election to appoint counsel to represent an Indemnitee in any third party claim action, such Indemnitee shall have the right to employ separate counsel (including local counsel, but only one such counsel in any jurisdiction in connection with any action), and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel if, and only if (i) the use of counsel chosen by the Borrower to represent the Indemnitee would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnitee and the Borrower, and the Indemnitee shall have reasonably concluded that there may be legal defenses available to it or other Indemnitees which are different from or additional to those available to the relevant Borrower, (iii) the Borrower shall not have employed counsel to represent the Indemnitee is entitled within a reasonable time after notice of the institution of such action shall have been received by the Borrower, or (iv) the Borrower shall authorize the Indemnitee to indemnification hereunderemploy separate counsel at their reasonable expense. No Indemnitee referred to in paragraph (b) above The Borrower shall not be liable for any damages arising from the use by unintended recipients settlement or compromise of any information action or other materials distributed claim by it through telecommunicationsan Indemnitee affected without its prior written consent, electronic but if settled with the Borrower’s written consent, or other information transmission systems if there is a final judgment against an Indemnitee in connection with this Agreement or any such proceeding, the other Loan Documents or Borrower agrees to indemnify and hold harmless each Indemnitee in the transactions contemplated hereby or thereby except manner and subject to the extent resulting conditions set forth in this Section 9.03. In any such claim or proceeding, the defense of which is assumed by the Borrower, the Borrower agrees that it will not, without the prior written consent of the relevant Indemnitees, which consent shall not be unreasonably withheld, delayed or conditioned, settle any pending or threatened claim or proceeding relating to the matters contemplated in this clause (e) (whether or not such Indemnitee is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing such Indemnitee from its all liability in respect of any such claims or its Related Parties’ gross negligence, bad faith proceedings by any releasing party related to or willful misconductarising out of such relevant proceedings and does not impose upon such Indemnitee any payment or performance obligations or similar liability and does not contain any factual or legal admission or finding by or with respect to such Indemnitee. (ef) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received . (g) Each party’s obligations under this Section 9.03 to shall survive the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such termination of the Financing Documents and payment pursuant to of the express terms of this Section 9.03obligations hereunder.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their Affiliates, limited, in the case of legal expenses, to (including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and internal or external legal counsel) (i) incurred by the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication preparation of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions thereby contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, or (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Bank or the Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its their rights in connection with this Agreement, including its rights under this Section, the Loan Documents or in connection with the Loans made any Loan or Letters any Letter of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimparticipation therein. (b) The Borrowers Borrower agrees that it shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Issuing Bank and the Banks from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (c) The Borrower agrees to indemnify the Administrative Agent, the Issuing Bank and each Lender, Bank and each Related Party of any of the foregoing Persons their respective directors, officers, employees and agents (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the including reasonable and documented counsel fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)disbursements, incurred by or asserted against any Indemnitee arising out of, in connection any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto thereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any and the other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangersthereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom of the Loans and of the Letters of Credit (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) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as suchIndemnitee. (d) To the fullest extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee, 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, the transactions contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence such waiver shall not limit the Borrowers’ indemnification obligations set forth above not, as to the extent the relevant any Indemnitee, apply to special, indirect, indirect or consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its from, or its Related Parties’ punitive damages awarded on account of, conduct by such Indemnitee that is determined by a court of competent jurisdiction by final and nonappealable judgment to have constituted gross negligence, bad faith negligence or willful misconductmisconduct by such Indemnitee. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, 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 the Administrative Agent, the Issuing Bank or any Bank. All amounts due under this Section 9.05 shall be payable not later than fifteen (15) days after on written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Lead Arranger and their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single Xxxxxx Xxxxxx & Xxxxxxx LLPllp, counsel for the Arrangers Administrative Agent and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)Lead Arranger, in connection with the syndication of the credit facilities provided for hereinFacilities and the preparation, the preparation execution, delivery and administration of this Agreement and the other Loan Documents or any amendmentsother Credit Document or any amendments (including the Second Amendment), modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with Administrative Agent and the issuanceLenders, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by including the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of one firm of counsel for the Administrative Agent and the Lenders, taken as a single counsel whole (and, if necessaryand solely in the case of a conflict of interest, one additional counsel to all such affected Persons, taken as a whole), and to the extent required, one firm of local counsel in each applicable relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and one firm of regulatory counsel), counsel in connection with the enforcement or protection of its their rights in connection with this AgreementAgreement or any other Credit Document, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimLoans. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank the Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities (including, for the avoidance of doubt, any Environmental Liabilities) and related expenses (including the reasonable and documented or invoiced out-of-pocket fees, expenses, limiteddisbursements and other charges of one firm of counsel for all Indemnitees, taken as a whole (and, in the case of legal expensesan actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating or defending any of the foregoing has retained its own counsel, of another firm of counsel for such affected Indemnitee), and to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessaryextent required, one firm or local counsel in each applicable relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)) and one additional firm of regulatory counsel for each of any such Indemnitee in arising out of or relating to any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation of the event foregoing) (regardless of conflicts of interestwhether such Indemnitee is a party thereto or whether or not such action, claim, litigation or proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any other third person), incurred by or asserted against any Indemnitee arising out of, in connection withor with respect to the Transactions, the Second Amendment Transactions or as a result of (i) to the execution or delivery execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated herebyAgreement, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or other Credit Documents and any such other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangers, (ii) any Loan or Letter of Credit documents 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 Loans or Letters of Credit), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee or any Indemnitee, one of its officers, directors, employees, Affiliates or controlling Persons one of its or their respective Related Parties or (ii) except arise from a material breach of this Agreement by such Indemnitee or its Affiliates as determined by a court of competent jurisdiction in a final and nonappealable judgment. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the case conduct of any Agent (in its capacity as such)such Indemnitee’s legal defense of such claim; provided, arise from disputes solely among Indemnitees and do not involve any conduct by however, than an Indemnitee’s failure to give such prompt notice to the Borrowers Borrower or any of their respective Affiliates. For to seek such consultation with the avoidance of doubt, this Section 9.03(b) Borrower shall not apply constitute a defense to Taxesany claim for indemnification by such Indemnitee unless, except any Taxes that represent lossesand only to the extent that, claims, damages or liabilities arising from any non-Tax claimsuch failure materially prejudices the Borrower. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, Agent such Lender’s pro rata share Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender Agent in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the parties shall not assert, and each other party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or therebyhereby, the Transactions, the Second Amendment Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this sentence Section 9.04(d) shall not limit the Borrowers’ Borrower’s indemnification obligations set forth above to the extent the relevant that such special, indirect, consequential or punitive damages are included in any claim by a third party claim in connection unaffiliated with any Indemnitee with respect to which the relevant applicable Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductunder Section 9.04(b). (e) All amounts due under this Section shall be payable not later than fifteen (15) within 10 days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Each Credit Party shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their Affiliates, limited, each Lender (in the case of legal expensesor consultancy fees, to the reasonable and documented feesdisbursements, charges and disbursements expenses, limited to: all reasonable fees, disbursements, charges and expenses of a single counsel for the Arrangers Xxxxxxxxx LLP, Xxxxxxxx Xxxxxxx, Lawyers PLLC, and the Administrative Agent (and, if necessary, one local counsel in each applicable necessary jurisdiction for the Administrative Agent, the Lenders, the Issuers, the Lender Swap Counterparties, and regulatory counsel)the Bank Product Providers taken as a whole, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected parties similarly situated taken as a whole, and other reasonable legal or consultancy fees, expenses and disbursements of the Administrative Agent (including, without limitation, the fees, disbursements, charges, and expenses of the Administrative Agent’s financial advisor, Huron Consulting Group, and other auditors, accountants, printers, insurance and environmental advisors, and consultants and agents, including any third party consultant engaged by the Administrative Agent to evaluate the Company and its Subsidiaries) in its sole discretion, and all reasonable fees, disbursements, charges and expenses of each Lender and each Issuer in connection with the discussion, negotiation, preparation, execution and delivery of any documents in connection with any proposed financing of the Borrowers, including the Loan Documents and the funding of all Loans under this Agreement, such costs and expenses including due diligence, syndication of this Agreement (including printing, distribution and bank meeting) transportation, duplication, messenger, audit, insurance, appraisal and consultant costs and expenses, and all search, filing and recording fees, incurred or sustained by the credit facilities provided for hereinAdministrative Agent, the preparation and Lenders, or the Issuers in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, the administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of any provision of the provisions hereof Loan Documents or thereof the transactions contemplated thereby or hereby (whether or not the transactions contemplated thereby or hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank or in connection with the issuanceinterpretation, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its any of their rights in connection with this Agreement, and remedies under 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimLoans). (b) The Borrowers shall indemnify, on a joint and several basis, each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangers, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each other party hereby waives, any claim against any party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Domestic Borrowers shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Administrative Agent, the Arrangers Collateral Agent and each of their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), for all Joint Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the relevant 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 and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or Bank, any Lender, limited, in Lender (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (andone primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent, the Collateral Agent, the Issuing Banks and regulatory counselall the Lenders, and one additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for each group affected by such conflicts), in connection with the enforcement or protection of its rights in connection with this Agreement, Agreement and any other Loan Document including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out of pocket costs and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers shall indemnifyEach Domestic Borrower shall, on a joint jointly and several basisseverally (and, with respect to any Foreign Subfacility only, each Foreign Borrower jointly and severally with each Domestic Borrower), indemnify the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in expenses (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (andone primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent, the Collateral Agent, the Issuing Banks and all the Lenders, and one additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for each Indemnitee in the event group of conflicts of interest)Indemnitees affected by such conflicts) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Lead Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Lead Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Lead Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such for any losses, claims, damages, liabilities or related expenses of any Indemnitee (ix) to the extent they are determined in a court of competent jurisdiction in a final and non-appealable judgment to arise from the willful misconduct, bad faith or gross negligence of such Indemnitee or any of its Related Parties, (y) that arise from any material breach of this Agreement or any other Loan Document by such Indemnitee as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable judgment to have resulted from and (z) any dispute solely among Indemnitees not arising as a result of an act or omission by the bad faith, gross negligence or willful misconduct of such Indemnitee Lead Borrower or any of its officersSubsidiaries, directorsother than claims against the Lead Arrangers, employeesthe Administrative Agent, Affiliates the Issuing Banks, the Swingline Lender or controlling Persons or (ii) except the Collateral Agent in fulfilling such role under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective AffiliatesLoan Documents. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails the Domestic Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, an the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and the Collateral Agent, the relevant and each Revolving Lender severally agrees to pay to any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Domestic Borrowers’ failure to pay any such amount shall not relieve the Domestic Borrowers of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such any Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan 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 determined in a court of competent jurisdiction in a final and non-appealable judgment to arise from the willful misconduct, bad faith or gross negligence of any Indemnitee or any of its Related Parties. To the extent permitted by applicable law, no party hereto shall assert, or permit its Affiliates or Related Parties to assert, and each other such party hereby waives, any claim against any party, Indemnitee or any other party hereto or any of its Related Parties on any theory of liability, 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 provided, however, that nothing contained in this sentence shall not will limit the Borrowers’ indemnification indemnity and reimbursement obligations of the Borrowers set forth above to in this Section in the extent the relevant special, indirect, consequential or punitive damages are included in case of a claim by any third party claim in connection with which that is not an Affiliate of the relevant Indemnitee is entitled to seeking indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductreimbursement. (e) All amounts due under this Section shall be payable not later than fifteen thirty (1530) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, the Arrangers and their Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent Agents (andwithin 30 days of a written demand therefor, if necessary, one local counsel in each applicable jurisdiction and regulatory counseltogether with backup documentation supporting such reimbursement request), in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not but, limited, in the transactions contemplated hereby or thereby shall be consummated)case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent, and, if necessary, of one local counsel in any relevant jurisdiction) and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank Administrative Agent and the Lenders (within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the issuance, amendment, renewal or extension enforcement of any Letter of Credit rights or any demand for payment thereunder and remedies under this Agreement or the other Loan Documents (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lenderbut, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and disbursements of the Lenders taken as a single counsel (whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and one additional counsel in each applicable relevant jurisdiction and regulatory counselfor each group of similarly situated parties in the event of a conflict of interest). If any Loan Party fails to pay when due any costs, in connection with the enforcement expenses or protection of its rights in connection with this Agreementother amounts payable by it hereunder or under any Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect amount may be paid on behalf of such Loans or Letters of CreditLoan Party by the Administrative Agent in its discretion. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities costs and expenses arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank the Collateral Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against), and hold each Indemnitee harmless fromharmless, from and against any and all losses, claims, damages, liabilities and related reasonable and documented or out-of-pocket expensesexpenses incurred by or asserted against any Indemnitee (but, limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and disbursements of the Lenders taken as a single counsel for the Indemnitees (whole, and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in each applicable any relevant jurisdiction and one additional counsel in each relevant jurisdiction for each Indemnitee group of similarly situated parties in the event of conflicts of interest), a conflict) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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)therefrom, (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release or threat of Release of Hazardous Materials on on, at, under or from any Mortgaged Property or any other property owned currently or formerly owned, leased or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiaries or their respective properties or operations, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, claims, damages, liabilities claims or related out-of-pocket expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee or of any of its officersRelated Parties, directorsas determined by a final non-appealable judgment of a court of competent jurisdiction, employees(y) a material breach of any obligations under any Loan Document by such Indemnitee or of any of its Related Parties, Affiliates or controlling Persons as determined by a final non-appealable judgment of a court of competent jurisdiction or (iiz) except any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under this Agreement and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates (in the case of any Agent (such act or omission, as determined in its capacity as such), arise from disputes solely among Indemnitees a final and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that appealable judgment of a Borrower fails to 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) court of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each other party hereby waives, any claim against any party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereundercompetent jurisdiction). No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section 9.03(b) shall be payable not later than fifteen (15) paid within 30 days after written demand therefortherefor (together with backup documentation supporting such reimbursement request); provided, howeverprovided that, that an such Indemnitee shall promptly refund any amount received under this Section 9.03 and return such amounts to the extent that there is a final non-appealable judicial or arbitral determination by a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.039.03(b).

Expenses Indemnity Damage Waiver. (a) The Borrowers shall Loan Parties shall, jointly and severally, pay all (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)the Issuing Bank or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For ; provided, that to the avoidance of doubt, extent that the costs and expenses referred to in this Section 9.03(a) consist of fees, costs and expenses of counsel, the Borrower shall not apply be obligated to pay such fees, costs and expenses for only one counsel to Administrative Agent and for only one counsel acting for all Lenders (and, in the case of an actual or perceived conflict of interest, of another firm of counsel for such affected Lender(s)) and only one firm of local counsel for Administrative Agent and only one firm of local counsel for Lenders, in each case, as reasonably necessary in each relevant jurisdiction. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with: (i) appraisals and insurance reviews; (ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; (iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent; (iv) Taxes, except fees and other charges for (A) lien and title searches and title insurance and (B) recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; (v) sums paid or incurred to take any Taxes action required of any Loan Party under the Loan Documents that represent lossessuch Loan Party fails to pay or take; and (vi) forwarding loan proceeds, claimscollecting checks and other items of payment, damages and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. All of the foregoing fees, costs and expenses may be charged to the Borrower as Revolving Loans or liabilities arising from any non-Tax claimto another deposit account, all as described in Section 2.18(c). (b) The Borrowers shall indemnifyLoan Parties shall, on a joint jointly and several basisseverally, each indemnify the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related reasonable and documented out-of-pocket expenses, limited, in expenses (including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single one primary counsel and one additional local counsel in each other applicable jurisdiction, in each case, as selected by the Administrative Agent and for all Indemnitees and, in light of actual or perceived conflicts of interest or the availability of different claims or defenses, one additional counsel for the each similarly affected group of Indemnitees (taken as a whole) and, if necessary, one additional local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event such affected group of conflicts of interestIndemnitees), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity a Loan Party or any of its Restricted Subsidiariesa Subsidiary, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the Parent Entity failure of a Loan Party to deliver to the Administrative Agent the required receipts or any of its Restricted Subsidiariesother required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (ivv) 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 Loan Party or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee, (y) a material breach by such Indemnitee of its obligations under the Loan Documents or (z) disputes solely between or among the Indemnitees not arising from any act or omission by the Company or any of its officersSubsidiaries or Affiliates, directors, employees, Affiliates it being understood and agreed that any agent or controlling Persons or (ii) except in the case of any Agent (arranger fulfilling its role and in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliatesshall remain indemnified in such proceedings. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower any Loan Party fails to pay any amount required to be paid by it to the Administrative AgentAgent (or any sub-agent thereof), an Issuing Bank or the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Swingline Lender or the Issuing Bank (or any Related Party of any of the Swingline Lenderforegoing), as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that any such payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender or the Issuing Bank in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Loan Party shall assert, and each other party Loan Party hereby waives, any claim against any partyIndemnitee, for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), other than with respect to damages determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. In addition, to the extent permitted by applicable law, no party hereto or any of its respective Affiliates shall assert, and each party hereto and its respective Affiliates hereby waives, any claim against any such Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document 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 that, nothing in this sentence paragraph (d) shall not limit the Borrowers’ indemnification obligations set forth above relieve any Loan Party of any obligation it may have to the extent the relevant indemnify an Indemnitee against special, indirect, consequential or punitive damages are included in any asserted against such Indemnitee by a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Arrangers, Syndication Agent and their respective Affiliates, limitedincluding, in the case of legal expenseswithout limitation, to the reasonable and documented fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Arrangers and disbursements Syndication Agent, taken as a whole, (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel for the Arrangers and the Administrative Agent (and, if necessary, one a single local counsel in each applicable jurisdiction and regulatory counsel), appropriate jurisdiction) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the Agreement, any other Loan Documents Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers, the Syndication Agent, any Issuing Bank or any Lender, limitedincluding, without limitation, the fees, disbursements and other charges of one firm of counsel for the Administrative Agent, Arrangers and Syndication Agent, taken as a whole (and if reasonably necessary (as determined by the Administrative Agent in consultation with the Borrower), of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and in the case of legal expensesan actual or potential conflict of interest where the Administrative Agent, to any Arranger affected by such conflict or the reasonable Syndication Agent informs the Borrower of such conflict and documented feesthereafter retains its own counsel, charges and disbursements of a single another firm of counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counselfor such affected person), in connection with the enforcement or protection of its rights in connection with this AgreementAgreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnifyindemnify the Administrative Agent, on a joint and several basisthe Arrangers, each the Syndication Agent, each Issuing Bank and each Lender, and each Related Party Party, successor, partner, representative or assign of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related liabilities, costs or reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby hereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the syndication of the Revolving Commitments and Term Loans by the Arrangersother Loan Documents, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned owned, leased or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or the Borrower or any Affiliate of the Borrower); provided that such indemnity shall not, as to any Indemnitee, be available available, (w) with respect to Taxes and amounts relating thereto (other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), the indemnification for which shall be governed solely and exclusively by Section 2.14, (x) to the extent that such losses, claims, damages, liabilities liabilities, costs or related reasonable and documented expenses (i) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or (y) if arising from a material breach by such Indemnitee or any one of its officersAffiliates of its obligations under this Agreement or any other Loan Document (as determined by a court of competent jurisdiction by final and non-appealable judgment), directors, employees, Affiliates or controlling Persons or (iiz) except if arising from any dispute between and among Indemnitees that does not involve an act or omission by the Borrower or its Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any proceeding against the Administrative Agent, the Arrangers or the Syndication Agent in such capacity. The Borrower will not be required to indemnify any Indemnitee for any amount paid or payable by such Indemnitee in the settlement of any such indemnified losses, claims, damages, liabilities, costs or reasonable and documented expenses which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that (A) the Borrower shall be deemed to consent to such settlement if it does not respond to the Indemnitee’s request within 5 Business Days; (B) the foregoing indemnity will apply if the Borrower shall have been offered an opportunity to assume the defense of such matter and shall have declined to do so and (C) the foregoing indemnity will apply if there is a final judgment for the plaintiff in such proceeding. In the case of any Agent (proceeding to which the indemnity in its capacity as such)this paragraph applies, arise from disputes solely among Indemnitees such indemnity and do reimbursement obligations shall be effective, whether or not involve any conduct such proceeding is brought by the Borrowers Borrower, any of its securityholders or creditors, an Indemnitee or any of their respective Affiliates. For the avoidance of doubtother Person, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claiman Indemnitee is otherwise a party thereto. (c) To Without limiting in any way the extent that a indemnification obligations of the Borrower fails pursuant to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (aSection 9.03(b) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified lossLenders pursuant to Section 8.06, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To to the extent permitted by applicable law, no each party hereto shall not assert, and each other party hereby waives, any claim against any partyIndemnitee or the Borrower or any of its Subsidiaries, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by it such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent other than for direct or actual damages resulting from its or its Related Parties’ the gross negligence, bad faith negligence or willful misconductmisconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. (ed) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, one additional local counsel in each applicable jurisdiction and regulatory counsel)for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single (x) one primary counsel (and, if necessary, and one additional local counsel in each applicable jurisdiction for the Administrative Agent, (y) one additional counsel for all the Lenders (other than the Administrative Agent) and regulatory counsel)(z) additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity the Borrower shall not, as have no indemnification obligation to any Indemnitee, be available Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or any (y) the material breach by such Indemnitee of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in express obligations under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct Loan Documents pursuant to a claim initiated by the Borrowers or any of their respective AffiliatesBorrower. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), other than damages resulting from a breach of Section 9.12 or that are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers If the Closing Date occurs, the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limitedincluding the reasonable fees, in the case disbursements and other charges of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not hereof, the transactions contemplated hereby or thereby shall be consummated)reasonable fees and expenses of consultants and appraisal firms in connection with field examinations required hereunder and the Agent’s standard charges for examination activities and appraisal reviews, (ii) all reasonable and documented out-of-pocket fees and expenses incurred by the relevant Issuing Bank any L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank Lender or any LenderL/C Issuer, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single legal counsel (andfor the Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderSection 9.3(a), including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For Loans; provided, that the avoidance of doubt, Borrower’s obligations under this Section 9.03(a9.3(a) for fees and expenses of legal counsel shall not apply be limited to Taxesfees and expenses of (x) one primary outside legal counsel in each of the United States for all Persons described in clauses (i) and (ii) above, except taken as a whole, (y) in the case of any Taxes that represent lossesactual or perceived conflict of interest, claimsone outside legal counsel for each group of affected Persons similarly situated, damages taken as a whole, in each appropriate jurisdiction and (z) if necessary, one local or liabilities arising from any non-Tax claimforeign legal counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions). (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Agent, each Issuing Bank and each Lender, each L/C Issuer and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses (including the reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of (i) one primary outside legal counsel to the Indemnitees, taken as a single whole, (ii) in the case of any actual or perceived conflict of interest, one additional outside legal counsel in each of the United States for the each group of affected Indemnitees similarly situated, taken as a whole, in each appropriate jurisdiction and (and, iii) if necessary, one local or foreign legal counsel in each applicable appropriate jurisdiction and one additional (which may include a single special counsel for each Indemnitee acting in the event of conflicts of interestmultiple jurisdictions)), which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (iw) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (iix) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iiiy) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release Release of Hazardous Materials on or from any property owned or operated by the Parent Entity or Borrower (including any of its Restricted Subsidiariespredecessor entities), or any Environmental Liability related in any way relating to the Parent Entity or Borrower (including any of its Restricted Subsidiaries, predecessor entities) or (ivz) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any of its respective Affiliates, their respective creditors or any other Person; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith, gross negligence faith or willful misconduct of such Indemnitee or its Related Parties, (2) arise out of any of its officersclaim, directorslitigation, employeesinvestigation or proceeding that does not involve an act or omission by the Borrower and that is brought by an Indemnitee against any other Indemnitee (provided, Affiliates or controlling Persons or (ii) except that in the event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought against the Agent (in its capacity as such) by other Indemnitees, the Agent, as the case of any Agent may be (in its capacity as such), shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above), (3) arise from disputes solely among Indemnitees and do not involve any conduct settlement entered into by the Borrowers any Indemnitee or any of their respective Affiliates. For its Related Parties in connection with the avoidance foregoing without the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed) or (4) are in respect of doubtindemnification payments made pursuant to Section 8.7, to the extent the Borrower would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.03(b9.3(b). This Section 9.3(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, damages or liabilities damages, etc., arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto none of the Borrower or any Indemnitee shall assert, and each other party of the Borrower and each Indemnitee hereby waives, any claim against the Borrower or any partyIndemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, or in any way related to, this Agreement, any other Loan Document Agreement or any agreement or instrument contemplated hereby or thereby, the Transactionshereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above thereof or any act or omission or event occurring in connection therewith, and, to the extent permitted by applicable law, the relevant specialBorrower and each Indemnitee hereby waive, indirectrelease and agree not to sue upon any such claim or any such damages, consequential whether or punitive not accrued and whether or not known or suspected to exist in its favor; provided, that nothing contained in this paragraph shall limit the obligations of the Borrower under Section 9.3(b) in respect of any such damages are included in any third party claim in connection with which claimed against the relevant Indemnitee is entitled to indemnification hereunderIndemnitees by Persons other than Indemnitees. No Indemnitee referred to in paragraph (bSection 9.3(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductthereby. (ed) All amounts due under this Section 9.3 shall be payable not later than fifteen (15) 30 days after written demand therefor; provided. (e) Notwithstanding the foregoing, however, that an each Indemnitee shall promptly be obligated to refund and return any amount received under this Section 9.03 and all amounts paid by the Borrower to such Indemnitee for fees, expenses or damages to the extent that there is a final judicial or arbitral determination that such Indemnitee was is not entitled to indemnification rights payment of such amounts in accordance with respect to such payment pursuant to the express terms hereof, as determined by a final, non-appealable judgment of this Section 9.03a court of competent jurisdiction.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay Borrower agrees: (i) whether or not the Transactions hereby contemplated are consummated, to pay all reasonable expenses of the Administrative Agent in the administration (both before and documented out-after the execution hereof and including advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of-pocket , and in connection with the negotiation, syndication, investigation, preparation, execution and delivery of, recording or filing of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Loan Documents and any amendment, waiver or consent, whether or not effective, relating thereto (including, without limitation, travel, photocopy, mailing, courier, telephone and other similar expenses incurred by of the Administrative Agent, ongoing Collateral monitoring and protection, Collateral releases and workout matters, the Arrangers cost of environmental audits, surveys and their Affiliatesappraisals, limitedthe reasonable fees and disbursements of counsel and other outside consultants for the Administrative Agent and, in the case of legal expensesenforcement, to the reasonable and documented fees, charges fees and disbursements of a single counsel for the Arrangers Administrative Agent and any of the Lenders); and promptly reimburse the Administrative Agent (andfor all amounts expended, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with advanced or incurred by the syndication Administrative Agent or the Lenders to satisfy any obligation of the credit facilities provided for hereinBorrower under this Agreement or any Security Instrument, including without limitation, all costs and expenses of foreclosure; (ii) to indemnify the Administrative Agent and each Lender and each Lender Affiliate and each of their officers, directors, employees, representatives, Administrative Agent, attorneys, accountants, investment advisors, agents, trustees and experts (“Indemnified Parties”) from, hold each of them harmless against and promptly upon demand pay or reimburse each of them for, the preparation and administration Indemnity Matters which may be incurred by or asserted against or involve any of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof them (whether or not the transactions contemplated hereby any of them is designated a party thereto) as a result of, arising out of or thereby shall be consummated), in any way related to (iia) all reasonable and documented out-of-pocket expenses incurred any actual or proposed use by the relevant Issuing Bank in connection with Borrower of the issuance, amendment, renewal or extension proceeds of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers shall indemnifythe execution, on a joint delivery and several basisperformance of the Loan Documents, each Agent(c) the operations of the business of UCLP, each Issuing Bank the Borrower and each Lenderits Subsidiaries, and each Related Party (d) the failure of UCLP, the Borrower or any Subsidiary to comply with the terms of any Security Instrument or this Agreement, or with any Governmental Requirement, (e) any inaccuracy of any representation or any breach of any warranty of UCLP or the Borrower set forth in any of the foregoing Persons Loan Documents, (each f) the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit, (g) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance, non-delivery or other improper presentation of the manually executed draft(s) and certification(s), (h) any assertion that the Lenders were not entitled to receive the proceeds received pursuant to the Security Instruments or (i) any other aspect of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending or preparing to defend any such Person being called an “Indemnitee”action, suit, proceeding (including any investigations, litigation or inquiries) againstor claim and including all Indemnity Matters arising by reason of the ordinary negligence of any Indemnified Party, but excluding all Indemnity Matters arising solely by reason of claims between the Lenders or any Lender and the Administrative Agent or a Lender’s shareholders against the Administrative Agent or Lender or by reason of the gross negligence or willful misconduct on the part of such Indemnified Party; and (iii) to indemnify and hold each Indemnitee harmless from, from time to time the Indemnified Parties from and against any and all losses, claims, damagescost recovery actions, administrative orders or proceedings, damages and liabilities and related reasonable and documented out-of-pocket expensesto which any such Person may become subject (a) under any Environmental Law applicable to UCLP, limitedthe Borrower or any Subsidiary or any of their Properties, in including without limitation, the case treatment or disposal of legal expenseshazardous substances on any of their Properties, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or b) as a result of the breach or non-compliance by UCLP, the Borrower or any Subsidiary with any Environmental Law applicable to UCLP, the Borrower or any Subsidiary, (ic) due to past ownership by UCLP, the Borrower or any Subsidiary of any of their Properties or past activity on any of their Properties which, though lawful and fully permissible at the time, could result in present liability, (d) the execution presence, use, release, storage, treatment or delivery disposal of this Agreement hazardous substances on or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangers, (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), (iii) to the extent relating to or arising from at any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property Properties owned or operated by UCLP, the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted SubsidiariesSubsidiary, or (ive) any actual other environmental, health or prospective claim, litigation, investigation or proceeding relating to any of safety condition in connection with the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim.Loan (cb) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative any Agent, an any Joint Lead Arranger or the Issuing Bank or under Section 12.03(a), but without affecting such payment obligations of the Swingline Lender under paragraph (a) or (b) of this SectionBorrower, each Revolving Lender severally agrees to pay to the Administrative such Agent, the relevant Issuing Bank Joint Lead Arranger or the Swingline LenderIssuing Bank, as the case may be, such Revolving Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent, such Joint Lead Arranger or the Issuing Bank or the Swingline Lender in its capacity as such. (c) No Indemnified Party may settle any claim to be indemnified without the consent of the indemnitor, such consent not to be unreasonably withheld; provided, that the indemnitor may not reasonably withhold consent to any settlement that an Indemnified Party proposes, if the indemnitor does not have the financial ability to pay all its obligations outstanding and asserted against the indemnitor at that time, including the maximum potential claims against the Indemnified Party to be indemnified pursuant to this Section 12.03. (d) To In the extent permitted by applicable lawcase of any indemnification hereunder, no party hereto the Administrative Agent or Lender, as appropriate shall assert, give notice to the Borrower of any such claim or demand being made against the Indemnified Party and each other party hereby waives, any claim the Borrower shall have the non-exclusive right to join in the defense against any party, on any theory of liability, for special, indirect, consequential such claim or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as demand provided that if the Borrower provides a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or therebydefense, the Transactions, any Loan or Letter Indemnified Party shall bear its own cost of Credit or defense unless there is a conflict between the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductBorrower and such Indemnified Party. (e) All The foregoing indemnities shall extend to the Indemnified Parties notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnified Parties or by reason of strict liability imposed without fault on any one or more of the Indemnified Parties. To the extent that an Indemnified Party is found to have committed an act of gross negligence or willful misconduct, this contractual obligation of indemnification shall continue but shall only extend to the portion of the claim that is deemed to have occurred by reason of events other than the gross negligence or willful misconduct of the Indemnified Party. (f) The Borrower’s obligations under this Section 12.03 shall be its joint and several obligations and shall survive any termination of this Agreement and the payment of the Notes and shall continue thereafter in full force and effect. (g) The Borrower shall pay any amounts due under this Section shall be payable not later than fifteen 12.03 within thirty (1530) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any of the receipt by the Borrower of notice of the amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03due.

Expenses Indemnity Damage Waiver. (a) The Borrowers shall pay (i) all reasonable and reasonable, documented out-of-out of pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one firm of legal counsel for the Arrangers and the Administrative Agent (and, if necessary, one plus any required local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the 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) without duplication of amounts otherwise payable hereunder, all reasonable and reasonable, documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and reasonable, documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single (A) (1) one primary counsel (and, if necessaryas deemed appropriate by the Administrative Agent, one additional local counsel and/or regulatory counsel in each applicable jurisdiction for the Administrative Agent and (2) one primary counsel and, as deemed appropriate by the Lenders, one additional local and/or regulatory counselcounsel for all the Lenders in each applicable jurisdiction (as well as additional counsel for the Lenders in light of actual or potential conflicts of interest), and (B) a financial advisor for the Administrative Agent, the Issuing Bank and the Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrowers or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrowers or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Borrower or any of the Borrowers’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective AffiliatesIndemnitee. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails the Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent, an Agent or the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank Agent or the Swingline LenderIssuing Bank, as the case may be, such Lender’s pro rata share Revolving Commitment Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Agent or the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Borrowers shall not assert, and each other party hereby waiveswaive, any claim against any partyIndemnitee, 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 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 sentence clause (d) shall not limit the Borrowers’ indemnification obligations set forth above relieve any Borrower of any obligation it may have to the extent the relevant indemnify an Indemnitee against special, indirect, consequential or punitive damages are included in any asserted against such Indemnitee by a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty. (e) All amounts due under this Section shall be payable not later than fifteen (15) ten days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers one primary counsel, and the Administrative Agent (and, if necessary, one additional local counsel in each applicable jurisdiction and regulatory counsel)jurisdiction, for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (andany one primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent and regulatory counsel)one additional counsel for all the Lenders other than 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 enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Company shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket related expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Company or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Company or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or any (y) the material breach in bad faith by such Indemnitee of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in express contractual obligations under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct Credit Documentation pursuant to a claim initiated by the Borrowers or any of their respective AffiliatesCompany. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent, an Agent or any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Agent and each Lender severally agrees to pay to such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Borrower shall assert, and each other party Borrower hereby waives, any claim against any partyIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. To the extent permitted by applicable law, no Indemnitee shall assert against any Borrower or its Related Parties, and no Borrower shall assert against any Indemnitee, and each Indemnitee and each Borrower hereby waives, any claim on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 provided, that nothing contained in this sentence shall not limit the Borrowers’ indemnification Company’s indemnity obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included set forth in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductSection 9.03(b). (e) All amounts due under this Section shall be payable not later than fifteen twenty (1520) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (aA) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Collateral Agent and their Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers Administrative Agent and the Administrative Collateral Agent (and, if necessary, one and any local counsel that either such Agent determines to be appropriate in each applicable jurisdiction and regulatory counselconnection with matters affected by laws other than those of the State of New York), in connection with the syndication of the credit facilities provided for hereinRestatement Transactions, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant each Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessarythe Collateral Agent, one local counsel in each applicable jurisdiction and regulatory counsel)any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreementthe 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 and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (bB) The Borrowers Borrower shall indemnifyindemnify the Administrative Agent, on a joint and several basis, each the Collateral Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Restatement Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangersor thereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity or any of its Restricted the Subsidiaries, or any Environmental Liability related in any way to the Parent Entity or any of its Restricted the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, trustees, officers or employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (cC) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees (but without limiting the obligation of the Borrower to pay such amount) to pay to the Administrative Agent, the relevant Collateral Agent, the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined based upon their share of the combined Applicable Class A Percentages, Applicable Class C Percentages, and Applicable Class D Percentages as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Collateral Agent, the applicable Issuing Bank or the Swingline Lender in its capacity as such. (dD) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee, 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 the Loan Document Documents or any agreement or instrument contemplated hereby or thereby, the Restatement Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (eE) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the Mandated Lead Arrangers, the Arrangers and their Affiliates, limited, in the case of legal expenses, to including the reasonable and documented out-of-pocket fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), Mandated Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for hereinRevolving Credit Facility, the preparation and administration of this Agreement and the other Loan Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, however, that in the case of legal fees and expenses, such fees and expenses shall be limited to reasonable, documented and out-of-pocket fees and expenses of one joint legal counsel to the Administrative Agent and the Mandated Lead Arrangers and, if reasonably necessary or advisable in the judgment of the Administrative Agent, one firm of local counsel to the Administrative Agent and the Mandated Lead Arrangers in each applicable jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional firm of counsel in each applicable jurisdiction to the Administrative Agent or the affected Mandated Lead Arrangers, as applicable, similarly situated taken as a whole); provided, further, under no circumstances shall the Borrower be responsible for any travel or transportation costs of the Administrative Agent or Mandated Lead Arrangers, (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Administrative Agent, any Issuing Bank or any Lender (but solely one counsel and, if necessaryrequested by the Mandated Lead Arrangers, one local counsel Louisiana counsel, in each applicable jurisdiction respect of the Administrative Agent, the Mandated Lead Arrangers, the Issuing Banks and regulatory counsel)the Lenders, collectively) in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Financing Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For ; provided, that, notwithstanding anything herein to the avoidance of doubtcontrary, other than as set forth in this Section 9.03(a) 9.03(a)(iii), the Borrower will not be responsible for any other amounts relating to independent advisors, experts, counsel, consultants or other Persons retained by the Administrative Agent, the Lenders, the Issuing Banks or the Mandated Lead Arrangers. Any agreements that the Administrative Agent enters into with independent advisors, experts, counsel, consultants or any other Person involving costs to be reimbursed by the Borrower shall not apply be required to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimbe approved by the Required Lenders and be in accordance with the terms of the Financing Documents. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each Issuing Bank and Bank, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the preparation, execution or delivery of this Agreement any Financing Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (ii) any Commitment, Loan or Letter of Credit 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)therefrom, (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned owned, leased or operated by the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiary, or any Environmental Liability related in any way with respect to the Parent Entity Borrower or any of its Restricted SubsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, and regardless of whether any Indemnitee is a party thereto; provided provided, that all legal expenses shall be limited to the reasonable, documented and out-of-pocket fees and disbursements of one firm of legal counsel of all Indemnitees in connection with indemnification claims arising out of the same facts or circumstances and, if reasonably necessary or advisable in the judgment of the Administrative Agent, one firm of local counsel to the Indemnitees in each applicable jurisdiction and, solely in the case of an actual or potential conflict of interest, one additional firm of counsel in each applicable jurisdiction to the affected Indemnitees similarly situated taken as a whole provided, further that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence, bad faith, gross negligence fraud or willful misconduct of such Indemnitee or the material breach in bad faith by any Indemnitee of its officersexpress obligations hereunder or any other Financing Document, directors, employees, Affiliates or controlling Persons or (iiy) except in the case of any Agent (in its capacity as such), arise have resulted from disputes a dispute solely among Indemnitees and do not involve Indemnitees, other than any conduct by claim against the Borrowers Administrative Agent or any Mandated Lead Arranger or any of their respective Affiliatesaffiliates in their respective capacities or in fulfilling their respective roles hereunder or under any other Financing Document. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. Notwithstanding the foregoing, the Borrower shall not be liable for any settlement of any losses, claims, damages, liabilities and related expenses which is effected without the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned, it being understood and agreed that the withholding, conditioning or delaying of the Borrower’s consent in connection with a settlement which does not include an unconditional release of the Borrower from all liability or claims that are the subject matter of such claim, litigation, investigation or proceeding shall not be deemed unreasonable), but if settled with the prior written consent of the Borrower, or if there is a judgment against an Indemnitee in any claim, litigation, investigation or proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee in the manner and subject to the conditions set forth in this Section 9.03. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Agent or any Issuing Bank or the Swingline Lender under paragraph clause (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant and each Lender agrees to pay to such Issuing Bank or the Swingline Lender, as the case may be, such LenderXxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the fullest extent permitted by applicable law, no party none of the parties hereto or to any other Financing Document shall assert, and each other such party hereby waives, any claim against any party, other party on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Financing Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereofthereof or arising out of the activities in connection therewith; provided that provided, however, that, for the avoidance of doubt, the waiver in this sentence Section 9.03(d) shall not limit be without prejudice to the Borrowers’ indemnification obligations set forth above rights and remedies of an Indemnitee under Section 9.03(b) with respect to any and all out-of-pocket losses, claims, damages, liabilities and related expenses incurred by any Indemnitee as and to the extent provided in Section 9.03(b). (e) In the relevant specialevent that any claim, indirectlitigation, consequential investigation or punitive damages are included proceeding shall be brought against any Indemnitee relating to the matters set forth in clause (a)(iii) of this Section 9.03, such Indemnitee shall promptly notify the Borrower thereof, and the Borrower shall be entitled, in its sole discretion, to assume and direct the defense thereof and appoint counsel of its own choosing in connection therewith. The same shall be a condition to the ability of such Indemnitee to receive any related indemnification contemplated herein. Notwithstanding the Borrower’s assumption and direction of such defense or election to appoint counsel to represent an Indemnitee in any third party claim action, such Indemnitee shall have the right to employ separate counsel (including local counsel, but only one such counsel in any jurisdiction in connection with any action), and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel if, and only if (i) the use of counsel chosen by the Borrower to represent the Indemnitee would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnitee and the Borrower, and the Indemnitee shall have reasonably concluded that there may be legal defenses available to it or other Indemnitees which are different from or additional to those available to the relevant Borrower, (iii) the Borrower shall not have employed counsel to represent the Indemnitee is entitled within a reasonable time after notice of the institution of such action shall have been received by the Borrower, or (iv) the Borrower shall authorize the Indemnitee to indemnification hereunderemploy separate counsel at their reasonable expense. No Indemnitee referred to in paragraph (b) above The Borrower shall not be liable for any damages arising from the use by unintended recipients settlement or compromise of any information action or other materials distributed claim by it through telecommunicationsan Indemnitee affected without its prior written consent, electronic but if settled with the Borrower’s written consent, or other information transmission systems if there is a final judgment against an Indemnitee in connection with this Agreement or any such proceeding, the other Loan Documents or Borrower agrees to indemnify and hold harmless each Indemnitee in the transactions contemplated hereby or thereby except manner and subject to the extent resulting conditions set forth in this Section 9.03. In any such claim or proceeding, the defense of which is assumed by the Borrower, the Borrower agrees that it will not, without the prior written consent of the relevant Indemnitees, which consent shall not be unreasonably withheld, delayed or conditioned, settle any pending or threatened claim or proceeding relating to the matters contemplated in this clause (e) (whether or not such Indemnitee is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing such Indemnitee from its all liability in respect of any such claims or its Related Parties’ gross negligence, bad faith proceedings by any releasing party related to or willful misconductarising out of such relevant proceedings and does not impose upon such Indemnitee any payment or performance obligations or similar liability and does not contain any factual or legal admission or finding by or with respect to such Indemnitee. (ef) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received . (g) Each party’s obligations under this Section 9.03 to shall survive the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such termination of the Financing Documents and payment pursuant to of the express terms of this Section 9.03obligations hereunder.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one firm of outside counsel for the Arrangers Administrative Agent and the Administrative Agent Arrangers (and, if necessary, one firm of local and regulatory counsel in each applicable appropriate jurisdiction and regulatory counsel)field, as applicable, at any one time for the Administrative Agent, the Arrangers and their respective Affiliates taken as a whole) in connection with the syndication of the credit facilities provided for hereinFacility, the preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant 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 and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunderCredit, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint indemnify the Administrative Agent (and several basisany sub-agent thereof), each AgentArranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, damages and liabilities (and related shall reimburse each Indemnitee upon demand for any reasonable and documented out-of-pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each or other expenses incurred by such Indemnitee in connection with investigating or defending any of the event of conflicts of interestforegoing), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangersor 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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiariessubsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiariessubsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto and regardless of whether brought by a third party or by the Borrower or any of its Affiliates and regardless of any exclusive or contributory negligence of any Indemnitee; provided that such (i) the foregoing indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (ix) are determined found by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from arise out of the bad faith, willful misconduct or gross negligence or willful misconduct of such Indemnitee or the material breach by such Indemnitee of the express terms of the Loan Documents or (y) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or any of its officersAffiliates and that is brought by an Indemnitee against any other Indemnitee, directorsprovided that this clause (y) shall not limit the Borrower’s obligation to indemnify and hold harmless the Administrative Agent, employeesany Arranger, Affiliates any other titled person or controlling Persons or (ii) except any Issuing Bank, in the case of any Agent (each case, in its capacity as such; (ii) the Borrower shall not, in connection with any such proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm of counsel (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Indemnitees as a whole); provided that in the case of a conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict, arise the Borrower shall be responsible for the reasonable fees and expenses of one additional firm of counsel (and, if necessary, one additional firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable) for each such affected Indemnitee (or the affected Indemnitees that are similarly situated); (iii) each Indemnitee shall consult with the Borrower from disputes solely among Indemnitees and do not involve time to time at the request of the Borrower regarding the conduct of the defense in any conduct by such proceeding (other than in respect of proceedings in which the Borrowers Borrower or any of their respective Affiliates. For its Affiliates is a party adverse to such Indemnitee); and (iv) the avoidance Borrower shall not be obligated to pay an amount of doubtany settlement entered into without its consent (which shall not be unreasonably withheld), except if such settlement shall have been entered into more than 90 days after receipt by the Borrower of a request by an Indemnitee for reimbursement of its legal or other expenses incurred in connection with such proceeding and the Borrower shall not have either (x) reimbursed such Indemnitee therefor in accordance with, and to the extent required by, this paragraph prior to the date of such settlement or (y) provided written notice to such Indemnitee that it disputes such Indemnitee’s claim for indemnification under this paragraph with respect to such proceeding. This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, losses or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative AgentAgent (or any sub-agent thereof), an any Issuing Bank or Bank, the Swingline Lender or any Related Party of any of the foregoing under paragraph (a) or (b) of this SectionSection (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative AgentAgent (or any sub-agent thereof), such Issuing Bank, the relevant Issuing Bank Swingline Lender or the Swingline Lendersuch Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative AgentAgent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any Issuing Bank or the Swingline Lender in connection with such capacity. (d) To the extent permitted by applicable lawlaw and without limiting in any way the Borrower’s reimbursement or indemnification obligations set forth in paragraph (a) or (b) of this Section or in any other Loan Document, no party hereto shall assert, or permit any of its Affiliates or Related Parties to assert, and each other party hereto hereby waives, any claim against each other such Person (and, in the case of the Borrower, any partyIndemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactionstransactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunicationselectronic, electronic telecommunications or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductthereby. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single one primary counsel for the Arrangers and the Administrative Agent (and, if necessary, and one local counsel in each applicable jurisdiction and regulatory counsel)jurisdiction, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single one primary counsel (and, if necessary, for the Administrative Agent and one additional local counsel in each applicable jurisdiction for the Administrative Agent, and regulatory counsel)one counsel for all the Lenders other than the Administrative Agent, in connection with the enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limitedexpenses (which, in the case of legal expensesfees, charges and disbursements of counsel, shall be limited to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (andi) one primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent, its Affiliates and related Indemnitees (taken as a whole) and (ii) one additional counsel, and one additional counsel in each applicable jurisdiction, for each Indemnitee in all the event of conflicts of interestLenders and other Indemnitees (taken as a whole), ) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to of the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) the material breach by such Indemnitee of its express obligations under this Agreement pursuant to a claim initiated by the Borrower or (z) any dispute solely among Indemnitees (not arising as a result of an act or omission by the Borrower or any of its officers, directors, employees, Affiliates Subsidiaries or controlling Persons Affiliates) other than claims against any of the Administrative Agent or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers Lenders or any of their respective AffiliatesAffiliates in its capacity or in fulfilling its role as the Administrative Agent, the Issuing Bank, the Swingline Lender, a lead arranger, a bookrunner, a co-syndication agent or any similar role under this Agreement). For Each of the avoidance Administrative Agent and the Lenders hereby agrees, on behalf of doubtitself and its related Indemnitees, this that any settlement entered into by the Administrative Agent or such Lender, respectively, and its related Indemnitee in connection with a claim or proceeding for which an indemnity claim is made against the Borrower pursuant to the preceding sentence shall be so entered into in good faith and not on an arbitrary or capricious basis. This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Arranger and their respective Affiliates, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers Arranger and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basis, each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket out‑of‑pocket expenses, limited, in the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the ArrangersArranger, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or any (y) a material breach of its officers, directors, employees, Affiliates or controlling Persons the Loan Documents by such Indemnitee or (ii) except in the case of any an Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve relate to any conduct by the Borrowers Borrower or any of their respective its Affiliates. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower fails to 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, each Lender severally agrees to pay to the Administrative Agent, the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto shall assert, and each other party hereby waives, any claim against any party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other 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 this sentence shall not limit the Borrowers’ Borrower’s indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers one primary counsel, and the Administrative Agent (and, if necessary, one additional local counsel in each applicable jurisdiction and regulatory counsel)jurisdiction, for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single counsel (andany one primary counsel, if necessary, and one additional local counsel in each applicable jurisdiction jurisdiction, for the Administrative Agent and regulatory counsel)one additional counsel for all the Lenders other than 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 enforcement or protection of its rights in connection with this AgreementAgreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Company shall indemnify, on a joint and several basis, each indemnify the Administrative Agent, each the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket related expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Company or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Company or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee or any (y) the material breach in bad faith by such Indemnitee of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in express contractual obligations under the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct Credit Documentation pursuant to a claim initiated by the Borrowers or any of their respective AffiliatesCompany. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim. (c) To the extent that a Borrower the Company fails to pay any amount required to be paid by it to the Administrative Agent, an the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, Agent and each Revolving Lender severally agrees to pay to the relevant Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood that the Company’s failure to pay any such amount shall not relieve the Company of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no party hereto Borrower shall assert, and each other party Borrower hereby waives, any claim against any partyIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, 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 this sentence shall not limit the Borrowers’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconduct. (e) All amounts due under this Section shall be payable not later than fifteen twenty (1520) days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Lead Arranger and their Affiliates, limited, in the case of legal expenses, to respective Affiliates (including the reasonable and documented fees, charges and out-of-pocket disbursements of a single counsel for the Arrangers and to the Administrative Agent (andand JPMorgan Chase Bank, if necessary, one local counsel N.A. in each applicable jurisdiction and regulatory counsel), its capacity as the Lead Arranger) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant an Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, limited, in the case of legal expenses, to Credit Parties (including the reasonable and documented fees, charges and out-of-pocket disbursements of a single counsel (and, if necessaryone primary counsel, one local and/or special counsel for each other relevant jurisdiction or specialization, and additional counsel in each applicable jurisdiction and regulatory counsel), light of actual or potential conflicts of interest) in connection with the enforcement or protection of its their rights in connection with this Agreementany Loan Document, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during the continuation of any Event of Default and during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnifyindemnify the Administrative Agent, on a joint and several basis, each Agentthe Lead Arranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective AffiliatesIndemnitee. For the avoidance of doubt, this This Section 9.03(b) shall not apply with respect to Taxes, except Taxes other than any Taxes that represent losses, claims, claims or damages or liabilities arising from any non-Tax claim.. 4832-2498-4973 (c) To the extent that a Borrower fails Each Lender severally agrees to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender Borrower under paragraph (a) or (b) of this Section, each Lender severally agrees to pay Section 9.03 to the Administrative Agent, the relevant each Issuing Bank or the and each Swingline Lender, as the case may be, such Lender’s pro rata share (determined as and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time that (whether before or after the applicable unreimbursed expense payment of the Loans) be imposed on, incurred by or indemnity payment is sought) asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such unpaid amountAgent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, no party hereto the Borrower shall not assert, and each other party the Borrower hereby waives, : (i) any claim against any partyIndemnitee 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 by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct, and (ii) any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan 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 sentence clause (d)(ii) shall not limit relieve the Borrowers’ indemnification obligations set forth above Borrower of any obligation it may have to the extent the relevant indemnify an Indemnitee against special, indirect, consequential or punitive damages are included in any asserted against such Indemnitee by a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty. (e) All amounts due under this Section shall be payable not later than fifteen (15) days promptly after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.

Expenses Indemnity Damage Waiver. (a) The Borrowers Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers Agent and their its Affiliates, limited, in the case of legal expenses, to including the reasonable and documented fees, charges and disbursements of a single counsel for the Arrangers and the Administrative Agent (and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)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); provided, however, that unless requested by the Borrower, the Borrower shall not be required to pay the expenses associated with assignments or participations from Lenders after the Effective Date in accordance with Section 9.04, (ii) all reasonable and documented out-of-pocket expenses incurred by the relevant Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Bank or any Lender, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel (andfor the Administrative Agent, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel)the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section 9.03(a) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (b) The Borrowers Borrower shall indemnify, on a joint and several basisindemnify the Administrative Agent, each Lead Arranger, each Syndication Agent, each Documentation Agent, each Issuing Bank Bank, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, limited, in including the case of legal expenses, to the reasonable and documented fees, charges and disbursements of a single any counsel for the Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee in the event of conflicts of interest)any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby and the syndication of the Revolving Commitments and Term Loans by the Arrangershereby, (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), (iii) to the extent relating to or arising from any of the foregoing, any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Entity Borrower or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to the Parent Entity Borrower or any of its Restricted Subsidiaries, or (iv) any actual or prospective claim, litigation, arbitration, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its officers, directors, employees, Affiliates or controlling Persons or (ii) except in the case of any Agent (in its capacity as such), arise from disputes solely among Indemnitees and do not involve any conduct by the Borrowers or any of their respective AffiliatesIndemnitee. For the avoidance of doubt, this Section 9.03(b) shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claimTHE FOREGOING INDEMNITY INDEMNIFIES EACH INDEMNITEE FROM ITS OWN NEGLIGENCE. (c) To the extent that a the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Agent or the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, each Issuing Bank, and each Related Party of any of the relevant Issuing Bank foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the Swingline Lender, as the case may be, transactions contemplated hereby or thereby or any action taken or omitted by such Lender’s pro rata share (determined as Agent Indemnitee under or in connection with any of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountforegoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable lawlaw (i) the Borrower shall not assert, and the Borrower 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), and (ii) no party hereto shall assert, and each other such party hereby waives, any claim against any partyother 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 therebyhereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that that, nothing in this sentence clause (d)(ii) shall not limit relieve the Borrowers’ indemnification obligations set forth above Borrower of any obligation it may have to the extent the relevant indemnify an Indemnitee against special, indirect, consequential or punitive damages are included in any asserted against such Indemnitee by a third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from its or its Related Parties’ gross negligence, bad faith or willful misconductparty. (e) All amounts due under this Section shall be payable not later than fifteen (15) ten days after written demand therefor; provided, however, that an Indemnitee shall promptly refund any amount received under this Section 9.03 to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.03.