Common use of Expenses Indemnity Damage Waiver Clause in Contracts

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for indirect, special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's Xxxxxx’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for indirect, special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Collateral Agent, the Arrangers and each of their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for any of the Managing Administrative Agent and the Administrative Agentforegoing, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Agent Fee Letter, as well as the preparation, execution, delivery and administration of this Agreement Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Arrangers, any Issuing Bank or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any of the Managing Administrative Agent, the Administrative Agent or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), the Agents and Arrangers, each LenderIssuing 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, penalties, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee 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 structuring, arrangement and the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Agent Fee Letter, this Agreement Agreement, the other Loan Documents or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Agent Fee Letter, this Agreement or the other Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof, therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to the Agent Fee Letter, this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties. This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to indefeasibly pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this SectionSection to the Agent (or any sub-agent thereof) or any Related Party of the Agent (and without limiting its obligation to do so), each Lender and each Issuing Bank severally agrees to pay to the applicable Swingline Lender Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender's Applicable Percentage ’s or such Issuing Bank’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 applicable Swingline Lender Agent (or such sub-agent) in its capacity as such, or against any Related Party of the Agent acting for the Agent (or any such sub-agent) in connection with such capacity. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Exposures and unused Commitments, in each Lender severally agrees to pay case, at the Managing Administrative Agent time (or Administrative Agent most recently outstanding and in accordance with Section 9.07effect). (d) To the fullest extent permitted by applicable lawLaw, the Borrower shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof, except to the extent such damages under clause (i) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of any Indemnitee. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall jointly and severally pay (i) all reasonable out-of-pocket expenses Credit Party Expenses incurred by as of the Managing Administrative AgentClosing Date on the Closing Date. Thereafter, the Administrative Agent Loan Parties shall jointly and their respective Affiliatesseverally pay all Credit Party Expenses within thirty (30) days after receipt of an invoice therefor setting forth such expenses in reasonable detail; provided that in the event the Loan Parties have a bona fide dispute with any such expenses, including payment of such disputed amounts shall not be required until the earlier of the date such dispute is resolved to the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication satisfaction of the credit facilities provided for herein, the preparation Loan Parties or thirty (30) days after receipt of any such invoice (and administration of this Agreement or any amendments, modifications or waivers such disputed amount which is so paid shall be subject to a reservation of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection Loan Parties’ rights with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthereto). (b) The Borrower shall Loan Parties shall, jointly and severally, indemnify the Managing Administrative Agent, the Agents Secured Parties and each Lenderof their Subsidiaries and Affiliates, and each Related Party of the respective stockholders, directors, officers, employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, damagesactions, causes of action, settlement payments, obligations, liabilities and related expenses, including the reasonable fees, charges and disbursements of any one counsel for any Indemniteethe Agents and one counsel for all other Indemnitees (other than the Agents), incurred by incurred, suffered, sustained or required to be paid by, or asserted against 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 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 transactions contemplated by the Loan Documents or any other transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower any Loan Party or any of its subsidiariesSubsidiary, or any Environmental Liability related in any way to the Borrower any Loan Party or any of its subsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party theretothereto or (v) any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable judgment or another independent tribunal having jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of any Agent or such IndemniteeIndemnitee or any Related Indemnitee of such Indemnitee or (x) are relating to disputes among Indemnitees (other than the Agents and Arrangers in their capacities as such and other than conduct involving a Loan Party) or (y) are determined by a court of competent jurisdiction or another independent tribunal having jurisdiction to have resulted from a material breach by such Indemnitee of its obligations under this Agreement. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails No party to pay any amount required this Agreement shall assert and, to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable lawApplicable Law, the Borrower shall not assert, and each such party hereby waives, any claim against any other party to this Agreement or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactionstransactions contemplated by the Loan Documents, any Term Loan or the use of the proceeds thereof; provided that nothing in this paragraph (c) shall limit the Loan Parties’ indemnification obligations under SECTION 9.03(b) to any Indemnitee. (d) The provisions of paragraphs (b) and (c) of this SECTION 9.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of any Loan Document, or any investigation made by or on behalf of any Credit Party. All amounts due under this SECTION 9.03 shall be payable within thirty (30) days of written demand therefor, which written demand shall set forth such amounts in reasonable detail. (e) All amounts due For purposes of the foregoing, “Related Indemnitee” of an Indemnitee means (i) any controlling person or controlled affiliate of such Indemnitee involved in the negotiation and preparation of the Loan Documents, performing services under this Section shall be payable not later than 10 days after written demand thereforthe Loan Documents or extending of credit or holding of credit hereunder and (ii) the respective directors, officers, partners, member, agents or employees of such Indemnitee or any of its controlling person or controlled affiliates involved in the negotiation and preparation of the Loan Documents, performing services under the Loan Documents or extending of credit or holding of credit hereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's ’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 applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any other Credit Document or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) thereof and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsCredit Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents 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 and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to this Agreement or any other Credit Document of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesRestricted Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesRestricted Subsidiaries, (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise from a breach of this Agreement by such Indemnitee. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee’s legal defense of such claim; provided, however, than an Indemnitee’s failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, and only to the extent that, such failure materially prejudices the Borrower. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable ’s 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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower parties shall not assert, and each hereby waives, any claim against any Indemniteeother party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent an Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, negotiations associated with a workout or restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative Agent, 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 liabilities, penalties and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or preparation, execution, delivery and administration of this Agreement Agreement, the other Loan Documents or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or under any other Loan Document or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan Loan, Letter of Credit or the use of the proceeds thereoftherefrom (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) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted (i) from the gross negligence or willful misconduct of such Indemnitee or (ii) such Indemnitee’s breach of its obligations under this Agreement or the other Loan Documents. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Agent or an Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Agent or such Issuing Bank, such Lender's Applicable Percentage ’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 applicable Swingline Lender Agent or such Issuing Bank in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) For purposes of this Section, each Lender severally agrees to pay a Lender’s “pro rata share” shall be determined based upon its share of the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07sum of the total Credit Exposures and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower each party hereto agrees that it shall not assert, and hereby waives, any claim against any Person (including any Indemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof, provided that, nothing in this paragraph (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor. (f) No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, except to the extent that such damages are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Each Specified Obligor jointly and severally agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and or the other Loan Credit Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall Each Specified Obligor jointly and severally agrees to indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the any Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee or any Related Party of such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent, in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay or cause to be paid (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, the reasonable fees and disbursements of such Loanscounsel to the Administrative Agent and after the occurrence and during the continuance of an Event of Default a single counsel to the Lenders collectively. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto thereto of their respective obligations hereunder under the Loan Documents or the consummation of the Transactions or any other transactions contemplated herebyby the Loan Documents, (ii) any Term Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariestherefrom, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or, in the case of any indemnified liabilities arising out of this Agreement or the other Loan Documents, from the material breach by any such Indemnitee of this Agreement or the other Loan Documents, as the case may be; provided that, for purpose of clarity, no provision of this paragraph (b) shall be deemed to negate Section 9.3(a)(ii) to the extent that it provides that after the occurrence and during the continuance of an Event of Default, the Lenders shall be reimbursed for a single counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Sectionthe Administrative Agent, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Loan 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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Term Loan or the use of the proceeds thereof. (e) All amounts due under The agreements in this Section 9.3 shall be survive repayment of the Loans and all other amounts payable not later than 10 days after written demand thereforhereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentLenders, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Managing Administrative Agent, the Administrative Agent or and/or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lenderand the Lenders, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall Parent agrees to the fullest extent permitted by law, to indemnify the Managing Administrative Agentand hold harmless each Mandated Lead Arranger, the Agents Administrative Agent and each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"the “Indemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs, penalties, fees and related expenses, expenses (including the fees, charges reasonable fees and disbursements of counsel) of any counsel kind or nature whatsoever for which any Indemnitee, of them may become liable or which may be incurred by or asserted against any Indemnitee of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by one Lender (or its successors or assignees) against another Lender) arising out of, related to or in connection withwith or by reason of (including, without limitation, in connection with any investigation, litigation or as proceeding or preparation of a result of defense in connection therewith) (i) the execution or delivery of 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 Loan Document or any other transactions contemplated herebydocument or instrument delivered in connection herewith, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated violation by the Borrower or any Subsidiary of its subsidiaries, the Borrower of any Environmental Law or any Environmental Liability related in other law, rule, regulation or order, (iii) the actual or proposed use of the proceeds of any way to the Borrower or any of its subsidiariesLoan, or (iv) any actual transaction in which any proceeds of any Loan are applied (EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE HAS BEEN DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE SOLELY RESULTED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 11.04(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. In the case of an investigation, litigation or prospective claimother proceeding to which the indemnity in this Section 11.04(b) applies, litigationsuch indemnity shall be effective whether or not such investigation, investigation litigation or proceeding relating to is brought by any of the foregoingLoan Party, whether based on contractits directors, tort shareholders or creditors, any Indemnified Party or any other theory and regardless of Person, whether or not any Indemnitee Indemnified Party is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to thereto and whether or not the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeTransaction is consummated. (c) To the extent that the Borrower any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent or any Swingline Lender Mandated Lead Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Person such Lender's ’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and determined without giving effect to the Applicable Percentage of any applicable Defaulting Lender) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender such Person in its respective capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the fullest extent permitted by applicable law, the Borrower no Loan Party shall not assert, and hereby waives, any claim against any IndemniteeIndemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 days 3 Business Days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges fees and disbursements of any outside counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsCredit Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges fees and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the actual or proposed use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 theory, whether brought by the Borrower or any of its directors, shareholders or creditors, an Indemnitee or any other Person, and regardless of whether any Indemnitee is a party theretothereto (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as finally determined in a non-appealable judgment by a court of competent jurisdiction, (y) resulted from a material breach of the Credit Documents by such Indemnitee as finally determined in a non-appealable judgment by a court of competent jurisdiction or (z) arise from disputes between or among Indemnitees (other than disputes involving claims against the Administrative Agent or the Arranger, in each case, in their respective capacities as such in connection with its syndication of the Loans and Commitments hereunder) that do not involve an act or omission by any Credit Party or their respective subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby if such Indemnitee has used reasonable care in the distribution of such information or other materials distributed by it. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Primary Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (as well as local counsel in any jurisdiction other than New York) for the Managing Administrative Agent and the Administrative AgentAgents, in connection with their due diligence investigation of the Primary Borrowers and the Transactions, the evaluation of the Collateral, the syndication of the credit facilities provided for herein, the preparation execution, delivery, enforcement and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative any Agent, the Administrative Agent any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative any Agent, the Administrative Agent any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Primary Borrowers shall indemnify the Managing Administrative each Agent, 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 expensesexpenses (collectively, “Claims”), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby (including the Business Combination); provided that with respect to Claims arising out of the Business Combination, an Indemnitee shall only be indemnified to the extent such Claims are incurred by or asserted against such Indemnitee as a result of such Indemnitee’s connection to the Loan Documents and the financing contemplated thereby (and not an unrelated activity), (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (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) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Parent Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Parent Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (ii) litigation between or among the Lenders or Agents. The Primary Borrowers also shall indemnify each Lender for all losses, costs and expenses suffered or incurred by such Lender as a result of the conversion of the currency of any Obligation pursuant to Section 9.01 or 9.02, including foreign exchange losses. (c) To the extent that the Borrower fails Primary Borrowers fail to pay any amount required to be paid by it them to any Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this SectionSection (and without limiting the obligation of any Primary Borrower to do so), each Lender severally agrees to pay to such Agent, such Issuing Bank or the applicable Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage ’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent, such Issuing Bank or the applicable Swingline Lender in its capacity as such. To For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the extent that sum of the Borrower fails to pay any amount required to be paid by it to total Revolving Exposures, outstanding Term Loans and unused Commitments at the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the extent permitted by applicable law, none of the Borrower Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefortherefor and, in the case of any expenses referred to in paragraph (a), upon presentation of invoices or other reasonably detailed statements specifying expenses.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any LenderLender Party, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any LenderLender Party, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, Documents (including its rights under this Section, ) or in connection with the Loans made hereunderLoans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons Lender Parties and their respective Related Parties (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, direct damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (ic) 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, (iid) any Loan or the use of the proceeds thereoftherefrom, (iiie) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way way, directly or indirectly, to the Borrower or any of its subsidiaries, Subsidiary or (ivf) 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 not be available to any Indemnitee, be available Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnitee’s or any of such Indemnitee’s Affiliates’ gross negligence or willful misconduct of such Indemniteemisconduct. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph subsection (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage ’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought, on the basis of respective outstanding Loans) 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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than within 10 days Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) hereof, and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 thirty days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay or cause to be paid (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, the reasonable fees and disbursements of such Loanscounsel to the Administrative Agent and after the occurrence and during the continuance of an Event of Default a single counsel to the Lenders collectively. (b) The Each Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (other than non-Non-Excluded Taxes), including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto thereto of their respective obligations hereunder under the Loan Documents or the consummation of the Transactions or any other transactions contemplated herebyby the Loan Documents, (ii) any Term Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariestherefrom, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or, in the case of any indemnified liabilities arising out of this Agreement or the other Loan Documents, from the material breach by any such Indemnitee of this Agreement or the other Loan Documents, as the case may be; provided that, for purpose of clarity, no provision of this paragraph (b) shall be deemed to negate Section 9.3(a)(ii) to the extent that it provides that after the occurrence and during the continuance of an Event of Default, the Lenders shall be reimbursed for a single counsel. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Sectionthe Administrative Agent, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Loan 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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower Borrowers shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Term Loan or the use of the proceeds thereof. (e) All amounts due under The agreements in this Section 9.3 shall be survive repayment of the Loans and all other amounts payable not later than 10 days after written demand thereforhereunder.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any other Credit Document or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) thereof and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsCredit Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to this Agreement or any other Credit Document of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, by the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise from a breach of this Agreement by such Indemnitee. Each Indemnitee shall give prompt notice to the Borrower of any claim that may give rise to a claim against the Borrower hereunder and shall consult with the Borrower in the conduct of such Indemnitee’s legal defense of such claim; provided, however, than an Indemnitee’s failure to give such prompt notice to the Borrower or to seek such consultation with the Borrower shall not constitute a defense to any claim for indemnification by such Indemnitee unless, and only to the extent that, such failure materially prejudices the Borrower. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower parties shall not assert, and each hereby waives, any claim against any Indemniteeother party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including its Affiliates in amounts previously agreed to in writing and the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "IndemniteeINDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, costs and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, costs or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided 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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 5 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Each Borrower shall pay pay, severally in accordance with its respective Facility-wide Liability Percentage and not jointly, (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities facility provided for herein, the preparation preparation, negotiation and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Collateral Agent, the Custodian, the Issuing Agent, any Fronting Lender, or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the and/or other Loan Credit Documents, including its rights under this Section, or in connection with the Loans and Letters of Credit made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or other Obligations. (b) The Parent Borrower shall indemnify the Managing Administrative Agent, the Agents Collateral Agent, the Custodian, the Issuing Agent, each Fronting Lender, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement and/or any other Credit Document, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or the consummation of the Transactions thereunder or any other transactions contemplated herebyhereby or thereby, (ii) any Loan Loan, Letter of Credit or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Parent Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee or any Related Party of such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee. Notwithstanding the foregoing, for the sake of clarity, the parties hereto acknowledge and agree that the obligations of the Parent Borrower under this Section 10.03(b) shall not include the payment of principal or interest on the Loans, any Unpaid Drawing in respect of any Letter of Credit, or any amounts payable pursuant to Section 2.11, 2.12, 2.14, 2.15, 2.16 or 10.03(a) of this Agreement. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Custodian, any Swingline Fronting Lender or the Issuing Agent, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, the Collateral Agent, the Custodian, such Fronting Lender, or the Issuing Agent, as the case may be, such Lender's ’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 applicable Swingline Administrative Agent, the Collateral Agent, the Custodian, such Fronting Lender or the Issuing Agent, as the case may be, in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Credit Document or any agreement or instrument contemplated hereby, the Transactionshereby or thereby, any Loan Loan, any Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Subject to the Priority of Payments, the Company shall pay (i1) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative AgentAgents, the Administrative Agent Collateral Administrator, the Intermediary and their respective AffiliatesRelated Parties, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent Agents, the Collateral Administrator and the Administrative AgentIntermediary, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii2) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative AgentAgents, the Administrative Agent or any LenderCollateral Administrator, the Intermediary and the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative AgentAgents and one additional counsel for all other Lenders (and local counsel), the Administrative Agent or any LenderCollateral Administrator and the Intermediary, in connection with herewith, including the enforcement or protection of its their rights in connection with this Agreement and the other Loan DocumentsAgreement, including its their rights under this Section, or in connection with the Loans made Financings provided by them hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansFinancings. (b) The Borrower Subject to the Priority of Payments, the Company shall indemnify the Managing Administrative AgentAgents, the Agents and each LenderCollateral Administrator, the Intermediary, the Lenders and each Related Party of any of the foregoing Persons persons (each such Person person being called an "“Indemnitee") ”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i1) the execution or delivery of this Agreement or any agreement or instrument contemplated herebythereby, the performance by the parties hereto thereto of their respective obligations hereunder or the exercise of the parties thereto of their respective rights or the consummation of the Transactions or any other transactions contemplated hereby, (ii2) any Loan Financing or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariestherefrom, or (iv3) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such IndemniteeIndemnitee and/or its Related Parties or (B) the material noncompliance by the Administrative Agent or the Financing Providers of their respective obligations under this Agreement. This Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower no party shall not assert, and hereby waives, any claim against any Indemniteeother party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement agreement, instrument or instrument transaction contemplated hereby, the Transactions, any Loan Financing or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower Credit Parties shall jointly and severally indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") ), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Credit Parties or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Credit Parties or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee and each Related Party of such Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its Related Parties. (c) To the extent that the Borrower any Credit Party fails to pay any amount required to be paid by it to any the Administrative Agent or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent or the Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Administrative Agent or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing The Administrative Agent or the Administrative Agent Swingline Lender shall have the right to deduct any amount owed to it by any Lender under this paragraph (ac) or (b) of this Section, each from any payment made by it to such Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07hereunder. (d) To the extent permitted by applicable law, the Borrower Credit Parties shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their its respective Affiliates, including the reasonable fees, charges and disbursements of counsel and other advisors and professionals for the Managing Administrative Agent and the Administrative Agentsuch Persons, 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 investigation, preparation, negotiation, documentation, collection and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, or (iv) any actual or prospective claim, litigation, investigation investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by the Borrower or its respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) result from a claim brought by the Borrower or any of its Subsidiaries against such Indemnitee for material breach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document if the Borrower or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails Each Lender severally agrees to pay any amount required to be paid by it to any Swingline Lender the Borrower under paragraph (a) or (b) of this Section, each Lender severally agrees to pay Section 9.03 to the applicable Swingline Lender such Lender's Applicable Percentage (determined as Administrative Agent 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 Credit Exposure 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 Credit Exposure 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 applicable Swingline Lender such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. To The agreements in this Section shall survive the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) termination of this Section, each Lender severally agrees to pay Agreement and the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any claim 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for indirect, special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative AgentArrangers, the Administrative Agent Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentAgents, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Agents or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement. (b) The Borrower shall indemnify the Managing Administrative AgentAgents, the Agents Arrangers and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee") ”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNITEE, against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel (or a solicitor and his own client basis) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the actual or proposed use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 brought by a third party or by the Borrower and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Global Administrative Agent or the Australian Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Global Administrative Agent or the Australian Administrative Agent, such Lender's ’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 applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Global Administrative Agent or the Australian Administrative Agent under paragraph (a) or (b) of this SectionAgent, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07respectively. (d) To the extent permitted by applicable law, the (i) Borrower shall not assert, and hereby waives, any claim against any Indemnitee, and (ii) Agents and Lenders shall not assert, and hereby waive, any claim against Borrower, in each case on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated herebyhereby (including, without limitation, any Loan Document), the Transactions, Transactions or any Loan or the use of the proceeds thereof, except for any such claim arising from the gross negligence or willful misconduct of such Indemnitee or the Borrower, as applicable; provided that, notwithstanding the foregoing, nothing contained in this sentence shall limit the Borrower’s indemnity obligations with respect to claims asserted by Persons (other than the Agents and the Lenders) to the extent set forth in this Section 10.3. (e) All amounts due under this Section shall be payable not later than 10 thirty (30) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower (including, insofar as it is responsible for such expenses, the Subsidiary Borrower) shall pay (i) all reasonable reasonable, documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Issuing Bank or any Lender, in connection with the enforcement or protection of its rights with respect to any Loan Party in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower (including, insofar as it is responsible for such expenses, the Subsidiary Borrower) shall indemnify the Managing Administrative Agent, the Agents 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 fromfrom any third party claims resulting in, any and all losses, claims, damages, liabilities and related expensesexpenses (without duplication), including the reasonable fees, charges and disbursements of any one counsel for any Indemniteeall Indemnitees, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower or the Subsidiary Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, the Issuing Bank or a Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, the Issuing Bank or such Swingline Lender Lender, as the case may be, such Lender's Applicable RC 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 applicable Administrative Agent, the Issuing Bank or such Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any Administrative Agent, the Issuing Bank or a Swingline Lender subsequently receives reimbursement of such unpaid amount required to be paid by it from the Borrower, the Administrative Agent, the Issuing Bank or such Swingline Lender will distribute the amount of such reimbursement to the Managing Administrative Agent or Lenders who paid the Administrative Agent under paragraph (a) Agent, the Issuing Bank or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07such Swingline Lender. (d) To the extent permitted by applicable lawlaw and except in the case of willful misconduct by such Indemnitee (as determined by a court of competent jurisdiction by a final and nonappealable judgment), neither the Borrower nor the Subsidiary Borrower shall not assert, and each of the Borrower and the Subsidiary Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section 10.03 shall be payable not later than 10 days promptly after written demand therefortherefor (subject to reimbursement, together with interest thereon from the date of payment, if there is a determination that such Indemnitee was not entitled in whole or in part to such amount).

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of a single legal counsel for the Managing Administrative Agent and the Administrative AgentArrangers (and of a single local counsel in each appropriate jurisdiction), in connection with the syndication (prior to the date hereof) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any one counsel for the Managing Administrative Agent, the Administrative Agent or any LenderLender and a single local counsel in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest among such Persons and notice to the Borrower of such conflict, such individual counsel as such affected Persons may retain), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Notwithstanding anything to the contrary, the Borrower shall not have any obligation to pay the fees or expenses of any Lender or the Administrative Agent in connection with any assignment of, or the grant of any participation in, any rights of a Lender under or in connection with this Agreement; provided that the provisions of this sentence shall not apply to any Lender substituted for a Defaulting Lender pursuant to Section 10.13(a). (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, penalties, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any one primary counsel for any Indemniteeall such Persons, taken as a whole, and a single local counsel in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest among such Indemnitees and notice to the Borrower of such conflict, such individual counsel as such affected Indemnitees may retain), 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 herebyTransactions, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials hazardous materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiary, or any Environmental Liability related in any way to the liability that Borrower or any of its subsidiariesSubsidiary may have under Environmental Laws, or, or (iv) any actual or prospective action, suit, claim, litigation, investigation or proceeding proceedings (including any investigations or inquiries) 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, penalties, claims, damages, liabilities or related expenses are (i) resulted from the gross negligence, bad faith, unlawful conduct or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction by final and nonappealable judgment, (ii) result from a material breach of such Indemnitee’s obligations hereunder as determined by a court of competent jurisdiction by final and nonappealable judgment or (iii) result from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an Indemnitee against any other Indemnitee (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). This Section 10.03(b) shall not apply with respect to have resulted Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the gross negligence or willful misconduct of such Indemniteeany non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it them to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the fullest extent permitted by applicable law, the Borrower each party hereto and each of its respective Related Parties shall not assert, and hereby waives, any claim against any each other party hereto and its Related Parties (including, as applicable, each Indemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan Loan, or the use of the proceeds thereof; provided, however, that the foregoing shall not limit the Borrower's indemnification obligations pursuant to this Section 10.03. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefortherefor together with a copy of the invoice(s) or other documentation setting forth in reasonable detail the amount demanded and the matter(s) to which it relates.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Collateral Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Collateral Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, 112 107 the Administrative Agent Collateral Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Collateral Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "IndemniteeINDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Lender, as the case may be, 113 108 such Lender's Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the extent that sum of the Borrower fails to pay any amount required to be paid by it to total Revolving Exposures, outstanding Term Loans and unused Commitments at the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower Credit Parties shall jointly and severally indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Credit Parties or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Credit Parties or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower any Credit Party fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To The Administrative Agent shall have the extent that the Borrower fails right to pay deduct any amount required owed to be paid it by any Lender under this paragraph (c) from any payment made by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each such Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07hereunder. (d) To the extent permitted by applicable law, the Borrower Credit Parties shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Arrangers and their respective Affiliates, including expenses incurred in connection with due diligence and the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, local counsel in any foreign jurisdiction, and any other counsel for any of the Managing Administrative Agent and foregoing retained with the Administrative AgentCompany’s consent (such consent not to be unreasonably withheld, conditioned or delayed), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Engagement Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent any L/C Issuer or any Lender, including the fees, charges and disbursements of any counsel for any of the Managing Administrative Agent, the Administrative Agent or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Company shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), the Agents Arrangers, each Lender and L/C Issuer (each Lendersuch Person, an “Indemnified Institution”), and each Related Party of any of the foregoing Persons (each Indemnified Institution and each such Person being called an "“Indemnitee") ”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable and documented or invoiced out-of-pocket fees, charges and disbursements of any counsel for any IndemniteeIndemnitee (including reasonable fees, disbursements and other charges of one counsel for all Indemnitees, taken as a whole, and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, where an Indemnified Institution affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Institution)), incurred by or asserted against any Indemnitee arising out ofof or relating to, in connection withbased upon, or as a result of (i) the execution or structuring, arrangement and the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Engagement Letter, the Fee Letters, this Agreement Agreement, the other Loan Documents or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Engagement Letter, the Fee Letters, this Agreement or the other Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by any 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), (iii) any actual or alleged presence or release Release of Hazardous Materials on on, at, under or from any property owned currently or formerly owned, leased or operated by the Borrower Company or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of its subsidiaries, Subsidiaries or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to the Engagement Letter, any Fee Letter, this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party theretothereto and regardless of whether such claim, litigation or proceeding is brought by a third party or by the Company or any of the Subsidiaries); provided that such indemnity shall not, (x) as to any Indemnified Institution, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from (i) the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, such Indemnified Institution or any of its Related Parties (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (y) as to any other Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are resulted from the bad faith, gross negligence or willful misconduct of, or a material breach of this agreement by, such Indemnitee (as determined by a court of competent jurisdiction by in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemniteenon-appealable decision). (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this SectionSection 9.03 to the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender's Applicable Percentage ’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 applicable Swingline Lender Administrative Agent (or such sub-agent) or such L/C Issuer in its capacity as such. To , or against any Related Party of any of the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or foregoing acting for the Administrative Agent under paragraph (aor any such sub-agent) or (b) any L/C Issuer in connection with such capacity. For purposes of this Section, each Lender severally agrees to pay a Lender’s “pro rata share” shall be determined based upon its share of the Managing Administrative Agent Total Revolving Credit Outstandings, outstanding Term Loans and unused Commitments at the time (or Administrative Agent most recently outstanding and in accordance with Section 9.07effect). (d) To the extent permitted by applicable law, the Borrower Company shall not assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) in the absence of willful misconduct, bad faith or gross negligence (as determined by a court of competent jurisdiction in a final, non-appealable decision). To the extent permitted by applicable law, no party hereto shall assert, or permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against any Indemnitee or any other party hereto or its Affiliates 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 ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, however, that nothing contained in this sentence will limit the indemnity and reimbursement obligations of the Company set forth in this Section. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions provi-sions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for indirect, special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders, and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, as the case may be, such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Holdings and the Borrower shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, in connection with any syndication of the Loans provided for herein and the preparation and administration of the Loan Documents or in connection with any amendments, modifications or waivers of the provisions thereof (iwhether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons persons (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 out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by Holdings or the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any and the other transactions contemplated hereby, thereby or (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by Holdings or the Borrower and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage ’s pro rata share (determined 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 applicable Swingline Lender Administrative Agent in its capacity as such. To For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the extent that aggregate principal amount of Loans outstanding at the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the fullest extent permitted by applicable law, neither Holdings nor the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the initial syndication of the credit facilities term loan facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and Arranger, each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related reasonable expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any 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 transaction contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property now, in the past or hereafter owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, 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 theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 11.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, penalties, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and does hereby waive, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) without limiting the rights of indemnification of any Indemnitee set forth in this Agreement with respect to liabilities asserted by third parties, each party hereto shall not assert, and hereby waives, any claim against any Indemniteeeach other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 20 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesthe Lenders, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentLenders, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Managing Administrative Agent, the Administrative Agent or and/or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lenderand the Lenders, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall Parent agrees to the fullest extent permitted by law, to indemnify the Managing Administrative Agentand hold harmless each Mandated Lead Arranger, the Agents Administrative Agent and each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee"the “Indemnified Parties”) against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities losses, liabilities, costs, penalties, fees and related expenses, expenses (including the fees, charges reasonable fees and disbursements of counsel) of any counsel kind or nature whatsoever for which any Indemnitee, of them may become liable or which may be incurred by or asserted against any Indemnitee of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by one Lender (or its successors or assignees) against another Lender) arising out of, related to or in connection withwith or by reason of (including, without limitation, in connection with any investigation, litigation or as proceeding or preparation of a result of defense in connection therewith) (i) the execution or delivery of 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 Loan Document or any other transactions contemplated herebydocument or instrument delivered in connection herewith, (ii) any Loan violation by any Borrower or any Subsidiary of any Borrower of any Environmental Law or any other law, rule, regulation or order, (iii) the actual or proposed use of the proceeds thereof, (iii) of any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesLoan, or (iv) any actual transaction in which any proceeds of any Loan are applied (EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE HAS BEEN DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE SOLELY RESULTED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 11.04(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. In the case of an investigation, litigation or prospective claimother proceeding to which the indemnity in this Section 11.04(b) applies, litigationsuch indemnity shall be effective whether or not such investigation, investigation litigation or proceeding relating to is brought by any of the foregoingLoan Party, whether based on contractits directors, tort shareholders or creditors, any Indemnified Party or any other theory and regardless of Person, whether or not any Indemnitee Indemnified Party is otherwise a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to thereto and whether or not the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeTransaction is consummated. (c) To the extent that the Borrower any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent or any Swingline Lender Mandated Lead Arranger under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Person such Lender's ’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and determined without giving effect to the Applicable Percentage of any applicable Defaulting Lender) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender such Person in its respective capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the fullest extent permitted by applicable law, the Borrower no Loan Party shall not assert, and hereby waives, any claim against any IndemniteeIndemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 days 3 Business Days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower Each Account Party shall jointly and severally pay (i) all actual reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Issuing Bank and their respective its Affiliates, including the actual reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentIssuing Bank, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Credit Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative AgentIssuing Bank in connection with the issuance, the Administrative Agent amendment, renewal or extension of any Letter of Credit or any Lenderdemand for payment thereunder, and (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, Issuing Bank in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or in connection with the Loans made Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLetters of Credit. (b) The Borrower shall Each Account Party shall, jointly and severally, indemnify the Managing Administrative Agent, the Agents and each Lender, Issuing Bank and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee") ”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Credit Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Credit Documents of their respective obligations hereunder thereunder or the consummation of the Transactions transactions contemplated by the Credit Documents or any other transactions contemplated hereby, (ii) any Loan Letter of Credit or the use of the proceeds thereof, therefrom (iii) including any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated refusal by the Borrower or any Issuing Bank to honor a demand for payment under a Letter of its subsidiaries, or any Environmental Liability related Credit if the documents presented in any way to connection with such demand do not strictly comply with the Borrower or any terms of its subsidiariessuch Letter of Credit), or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or negligence, willful misconduct or bad faith of such Indemnitee. In connection with any indemnified claim hereunder, the Indemnitees shall be entitled to select a single counsel for themselves (absent conflicts of interest) and the Account Parties shall promptly pay the reasonable fees and expenses of such counsel. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable lawApplicable Law, the Borrower no Account Party nor any Subsidiary Applicant shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated by the Credit Documents, any Loan Letter of Credit or the use of the proceeds thereof. The Account Parties (on their own behalf and on behalf of the Subsidiary Applicants) further agree that no Indemnitee shall have any liability to any Account Party or any such Subsidiary Applicant, any Person asserting claims by or on behalf of any Account Party, any Subsidiary Applicant or any other Person in connection with this Agreement or the other Credit Documents except the Indemnitee’s gross negligence, willful misconduct or bad faith. (ed) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and 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) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing 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 documented out-of-pocket expenses incurred by the Administrative Agent, the Administrative Agent Issuing Bank or any Lender, including the documented fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, the Issuing Bank or the Swingline Lender Lender, as the case may be, such Lender's ’s 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 applicable Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 fifteen (15) days after written demand therefor, including in all cases reasonably detailed invoices relating thereto.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for (including the Managing Administrative Agent allocated costs and the Administrative Agentexpenses of in-house counsel), in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the applicable L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent any L/C Issuer or any Lender, including the fees, charges and disbursements of any counsel for (including, in the Managing case of the Administrative Agent, allocated costs and expenses of in-house counsel) for the Administrative Agent Agent, any L/C Issuer or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), the Agents each Arranger, each Lender and each LenderL/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 and related expenses, expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement 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, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.17), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds thereoftherefrom (including any refusal by any 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Swingline L/C Issuer or the Swing Line Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such L/C Issuer or the Swing Line Lender, as the case may be, such Lender's ’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 applicable Swingline Administrative Agent, such L/C Issuer or the Swing Line Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor. (f) The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Expenses Indemnity Damage Waiver. (a) The Each of the Parent and the Borrower shall pay (i) all reasonable out-of-pocket costs and expenses incurred by the Managing Administrative Lucent and each Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for Lucent or the Managing Administrative Agent and the Administrative AgentAgents, in connection with the syndication negotiation, preparation, execution and delivery of the credit facilities provided for hereinLoan Documents (including, in the preparation and administration case of this Agreement or any amendmentsLucent, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummatedexpenses incurred in connection with its due diligence activities) and (ii) all out-of-pocket costs and expenses incurred by the Managing Administrative Agent, the Administrative either Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative either Agent or any Lender, in connection with (A) the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and (B) in the case of Lucent and the Agents, the administration of, and any amendments, modifications, waivers or supplements of or to the provisions of, any of the Loan Documents. (b) The Each of the Parent and the Borrower shall indemnify the Managing Administrative Agent, the Agents each Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "IndemniteeINDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent, the Borrower or any of its subsidiariesthe Subsidiaries or at which any Collateral is located, or any Environmental Liability related in any way to the Parent, the Borrower or any of its 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 thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Parent and the Borrower fails fail to pay any amount required to be paid by it to any Swingline Lender either Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Agent such Lender's Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender such Agent in its capacity as such. To For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the extent that sum of the Borrower fails to pay any amount required to be paid by it to total outstanding Loans and Commitments at the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the extent permitted by applicable law, neither the Parent nor the Borrower shall not assert, and each of them hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications amendments or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative AgentIssuing Bank in connection with the issuance, the Administrative Agent amendment, renewal or extension of any Letter of Credit or any Lenderdemand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Credit Parties, including the reasonable fees, charges and disbursements of any one counsel for the Managing Administrative Agent, the any Administrative Agent or any Lenderand one counsel for all other Credit Parties, in connection with the enforcement or protection of its their rights in connection with this Agreement and the other any Loan DocumentsDocument, including its their rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Company shall indemnify the Managing Administrative Agent, the Agents each Credit Party and each Lender, and each its Related Party of any of the foregoing Persons Parties (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Company or any of its subsidiariesSubsidiary, or any Environmental Liability related in any way to the Borrower Company or any of its subsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of, or intentional material breach of its obligations by, such Indemnitee. This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, the Issuing Bank or the Swingline Lender Lender, as the case may be, such Lender's ’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 applicable Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesits Affiliates (and the Lenders for documentary taxes), including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation preparation, execution and administration delivery of this Agreement or the credit documentation and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) any unusual or extraordinary reasonable out-of-pocket expenses of the Agent and its Affiliates associated with the administration of the Loan Documents as long as the incurrence of such expenses is approved by the Company before such expenses are incurred and (iii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lendercounsel, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, Agreement or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansother Loan Document. (b) The Borrower Company shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Company or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of its subsidiariesSubsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding directly relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. Each Indemnitee agrees that it will contest any indemnified claim if requested by the Company, in a manner reasonably directed by the Company, with counsel selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. Any Indemnitee that proposes to settle or compromise any indemnified claim for which the Borrowers may be liable for payment of indemnity shall give the Company written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company's prior written consent, which consent shall not be unreasonably withheld; provided that nothing in this sentence or the proceeding sentence shall restrict the right of any person to settle or compromise any claim for which indemnity would be otherwise available on any terms if such person waives its right to indemnity from the Borrowers in respect of such claim. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it them to any Swingline Lender the Agent, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of thereof (other than any such Loansexpenses directly related to a court enforcement action in which the Borrower prevails on the merits in a final and nonappealable judgment). (ba) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iiiii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (cb) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (dc) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and actual out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable and actual 56 52 fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and actual out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials hazardous materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent or the Swingline Lender under paragraph (a) or (b) of this SectionSection , each Lender severally agrees to pay to the applicable Administrative Agent or the Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Administrative Agent or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, each of the Borrower Borrower, the Lenders and the Administrative Agent shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee or any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as 57 53 opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan Transactions or the use of the proceeds thereof. (e) The Borrower shall not be liable for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements which may be imposed on, incurred by or asserted against an Indemnitee that is a Lender by another Lender or any entity which has purchased or otherwise acquired a participation in any Loan, Commitment or interest herein or in a Note of such Indemnitee to the extent such relate solely to or arise solely out of actions taken or not taken by the Indemnitee Lender in connection with matters that are of an "interbank nature". To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy or otherwise, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. (f) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket costs and expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesits Related Parties, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendmentseach Transaction Document, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket costs and expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent any Lender and any consultant or any Lenderexpert witness fees and expenses, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Transaction Documents, including its rights under this Section, or in connection with the Loans made hereundermade, including all such reasonable out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, Lender and each Related Party of any of the foregoing Persons thereof (each such Person being called an "Indemnitee") ---------- against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Transaction Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Transaction Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or the use of the proceeds thereof, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available -------- to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower or any Subsidiary fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this SectionSection 8.18, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent an amount equal to the product of such unpaid amount multiplied by a fraction, the numerator of which is the outstanding ------------- principal balance of such Lender's Applicable Percentage Loans and the denominator of which is the outstanding principal balance of all Lenders' Loans (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, in the event that no Lender shall have any outstanding Loans at such time, as of such unpaid amount; the last time at which any Lender had any outstanding Loans), provided that the unreimbursed expense or indemnified loss, claim, -------- damage, liability or related expense, as the case may beapplicable, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or and actual damages) arising out of, in connection with, or as a result of, this Agreement any Transaction Document or any agreement agreement, instrument or instrument other document contemplated herebythereby, the Transactions, any transactions contemplated by the Loan Documents or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not promptly but in no event later than 10 ten days after written demand therefor.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW] LOAN AND WARRANT AGREEMENT --------------------------

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Majority Lenders and each of their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentMajority Lenders, 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 (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 Managing Administrative Agent, the Administrative Agent Majority Lenders or any other Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Majority Lenders or any other Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative AgentTHE CREDIT PARTIES SHALL, the Agents and each LenderJOINTLY AND SEVERALLY, and each Related Party of any of the foregoing Persons INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (each such Person being called an "Indemnitee"EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) againstAGAINST, and hold each Indemnitee harmless fromAND HOLD EACH INDEMNITEE HARMLESS FROM, any and all lossesANY AND ALL LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities and related expensesLIABILITIES AND RELATED EXPENSES, including the feesINCLUDING THE FEES, charges and disbursements of any counsel for any IndemniteeCHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, incurred by or asserted against any Indemnitee arising out ofINCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, in connection withIN CONNECTION WITH, or as a result of OR AS A RESULT OF (iI) the execution or delivery of this Agreement or any agreement or instrument contemplated herebyTHE 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 herebyTHE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (iiII) any Loan or the use of the proceeds thereofANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (iiiIII) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesOR ANY OTHER ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY SUBSIDIARY, or OR (ivIV) any actual or prospective claimANY ACTUAL OR PROSPECTIVE CLAIM, litigationLITIGATION, investigation or proceeding relating to any of the foregoingINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, whether based on contractWHETHER OR NOT SUCH CLAIM, tort or any other theory and regardless of whether any Indemnitee is a party theretoLITIGATION, INVESTIGATION OR PROCEEDING IS BROUGHT BY A CREDIT PARTY, ANY EQUITY HOLDERS OF A CREDIT PARTY, ANY AFFILIATES OF A CREDIT PARTY, ANY CREDITORS OF A CREDIT PARTY 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 notPROVIDED THAT SUCH INDEMNITY SHALL NOT, as to any IndemniteeAS TO ANY INDEMNITEE, be available to the extent that such lossesBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, claimsCLAIMS, damagesDAMAGES, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeLIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR, SOLELY IN THE CASE OF A LENDER, FROM A CLAIM BROUGHT BY A CREDIT PARTY AGAINST SUCH LENDER FOR MATERIAL BREACH IN BAD FAITH OF SUCH LENDER’S OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS. FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO THE FOREGOING PROVISO “ANY INDEMNITEE” MEANS ONLY THE INDEMNITEE OR INDEMNITEES, AS THE CASE MAY BE, THAT ARE DETERMINED BY SUCH COURT IN SUCH JUDGMENT TO HAVE BEEN GROSSLY NEGLIGENT OR TO HAVE ENGAGED IN WILLFUL MISCONDUCT OR, SOLELY IN THE CASE OF A LENDER, MATERIALLY BREACHED THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN BAD FAITH AND NOT ANY OTHER INDEMNITEE. THIS SECTION 10.03(b) SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS OR DAMAGES ARISING FROM ANY NON-TAX CLAIM. (c) To the extent that the Borrower any Credit Party fails to pay any amount required to be paid by it to the Administrative Agent (or any Swingline Lender sub-agent thereof) or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent (or any such sub-agent thereof) or such Related Party of the Administrative Agent, as the case may be, such Lender's ’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought (or if such unreimbursed amount or indemnity payment is sought after the date on which the Loans have been paid in full, and the Commitments have terminated or expired, in accordance with such Lender’s Applicable Percentage immediately prior to the date on which the Loans are paid in full and the Commitments have terminated or expired)) of such unpaid amount; provided that . If any indemnity furnished to Administrative Agent for any purpose shall, in the unreimbursed expense opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified lossagainst even if so directed by Majority Lenders, claim, damage, liability until such additional indemnity is furnished. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or related expense, as otherwise payable by the case may be, was incurred by or asserted Administrative Agent to the Lender from any source against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required due to be paid by it to the Managing Administrative Agent or the Administrative Agent under this paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07c). (d) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each such party hereby waives, any claim against any Indemnitee, 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan the Loans or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve any Credit Party of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) The Lenders acknowledge and agree that all indemnification obligations of the “Administrative Agent” to the “Collateral Agent” or any sub-agent thereof or any Related Party of the “Collateral Agent” or any sub-agent thereof under Section 19(b) of the Swap Intercreditor Agreement shall (i) notwithstanding anything to the contrary provided in the Swap Intercreditor Agreement, be obligations of the Lenders (and not the Administrative Agent) to the “Collateral Agent” and such other Persons (payable by the Lenders in accordance with their respective Applicable Percentages (determined as of the time that the indemnity payment is sought (or if such indemnity payment is sought after the date on which the Loans have been paid in full, in accordance with each Lender’s Applicable Percentage immediately prior to the date on which the Loans are paid in full))) and (ii) the Administrative Agent and the “Collateral Agent” under the Swap Intercreditor Agreement may directly enforce such indemnification obligations against the Lenders (and each Lender hereby authorizes the Administrative Agent and the “Collateral Agent” to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the “Collateral Agent” to the Lender from any source against any amount due to the “Collateral Agent” under this paragraph (e)). (f) All amounts due under this Section shall be payable not later than 10 days after written demand therefor. (g) The agreements in this Section 10.03 shall survive the resignation or removal of the Administrative Agent, the replacement of any Lender, the termination of this Agreement and the repayment, satisfaction or discharge of the Secured Obligations.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the initial syndication of the credit facilities term loan facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and Arrangers, each Lender, Lender and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related reasonable expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any 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 transaction contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property now, in the past or hereafter owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, 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 theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This Section 11.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, penalties, damages, etc. arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and does hereby waive, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) without limiting the rights of indemnification of any Indemnitee set forth in this Agreement with respect to liabilities asserted by third parties, each party hereto shall not assert, and hereby waives, any claim against any Indemniteeeach other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 20 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Xxxxxxx shall pay (i) all reasonable out-of-pocket expenses incurred by each of the Managing Administrative Agent, the Administrative Collateral Agent and the Issuing Bank and their respective Affiliates, including the reasonable fees, charges and disbursements of one primary firm of outside legal counsel and one firm of local legal counsel in any relevant jurisdiction for the Managing Administrative Agent and the Administrative Agentsuch Persons, 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 any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Issuing Bank in connection with the amendment, renewal or extension of the Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Administrative Agent Collateral Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Collateral Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights against any Loan Party in connection with this Agreement and or the other Loan Documents, including its rights against any Loan Party under this Section, or against any Loan Party in connection with the Loans made hereunderhereunder or the Letters of Credit, or any Collateral, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit, or Collateral. (b) The Borrower Xxxxxxx shall indemnify the Managing Administrative Agent, the Agents 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, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby (other than in connection with disputes between parties hereto other than Loan Parties regarding obligations of such other parties), (ii) any Loan or the Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under 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) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower and Loan Party or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower any Loan Party or any of its subsidiariesSubsidiaries, (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 2.15 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 a Loan Party, a Subsidiary thereof or their respective equity holders, Affiliates or creditors or any third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such IndemniteeIndemnitee or from a breach by such Indemnitee in bad faith of its obligations under the Loan Documents, (y) arise from a dispute solely among Indemnitees (and not as a result of any act or omission by the Loan Parties or their Subsidiaries) other than claims against any Agent, Issuing Bank, Lead Arranger or Lender in its capacity or in fulfilling its role as such or any similar role under or in connection with the Loan Documents. To the extent not prohibited by applicable law, any Person seeking to be indemnified under this Section 9.03(b) shall, upon obtaining knowledge thereof, use commercially 82 reasonable efforts to give prompt written notice to Xxxxxxx of the commencement of any action or proceeding giving rise to such indemnification claim, provided that the failure to give such notice shall not relieve Xxxxxxx of any indemnification obligations hereunder. (c) To the extent that the Borrower Xxxxxxx fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent, the Collateral Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, the Collateral Agent or the Issuing Bank, as the case may be, such Lender's ’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, penalty, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent, the Collateral Agent or the Issuing Bank in its capacity as such. To the extent ; and provided, further, that the Borrower fails to pay any amount required to be paid by it to action of the Managing Administrative relevant Agent or the Administrative Agent under paragraph (a) Issuing Bank giving rise to the same did not constitute bad faith, gross negligence or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07willful misconduct by such Person. (d) To the extent permitted by applicable law, the Borrower Borrowers shall not assert, and each Borrower hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document, or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or the Letters of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities liabilities, penalties and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the pre-closing syndication of the credit facilities facility 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) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any outside counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower Borrowers shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the any Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, fraud or willful wilful misconduct of such IndemniteeIndemnitee or its Related Parties. (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the each Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesits Affiliates and the other Initial Lenders, including but not limited to the reasonable expenses incurred in connection with due diligence and the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and of a single local counsel for the Administrative AgentAgent in each applicable jurisdiction, in connection with the syndication of the credit facilities provided for herein, the preparation and administration (to the extent such administration of this Agreement an outside counsel or consultant) of the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned Property or operated by the Borrower or any of its subsidiariesFormer Property (as defined in Section 3.16 hereof), or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, the Issuing Bank, the Collateral Agent (with respect to its activities for the benefit of the Senior Lenders) or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, and each Senior Lender agrees to pay to the Issuing Bank, the Collateral Agent or the Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage or Senior Lender's, as applicable, 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 applicable Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the extent that sum of the Borrower fails to pay any amount required to total Revolving Exposures, outstanding Term Loans and unused Commitments at the time and a Senior Lender's "pro rata share" shall be paid by it to determined based upon its share of the Managing Administrative Agent or sum of the Administrative Agent under paragraph (a) or (b) of this Sectiontotal Revolving Exposures outstanding, each Lender severally agrees to pay Senior Term Loans and unused Senior Commitments at the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the extent permitted by applicable law, neither Allied Waste nor the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 ten days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges fees and disbursements of any outside counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsCredit Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents each Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges fees and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the actual or proposed use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Parent or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Parent or any of its 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 theory, whether brought by any Credit Party or any of its directors, shareholders or creditors, an Indemnitee or any other Person, and regardless of whether any Indemnitee is a party theretothereto (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as finally determined in a non-appealable judgment by a court of competent jurisdiction, (y) resulted from a material breach of the Credit Documents by such Indemnitee as finally determined in a non- appealable judgment by a court of competent jurisdiction or (z) arise from disputes between or among Indemnitees (other than disputes involving claims against the Administrative Agent or the Arranger, in each case, in their respective capacities as such in connection with its syndication of the Loans and Commitments hereunder) that do not involve an act or omission by any Credit Party or their respective subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.or

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, ) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and the recordation of any Loan Documents (including all recording costs and taxes, transfer taxes, documentary stamps, and the like), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Managing Administrative Agent, any Lender or the Administrative Agent or any Lender, Issuing Lender (including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, any Lender or the Administrative Agent or any Lender, Issuing Lender in connection with the enforcement endorsement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), each Lender and the Agents Issuing Lender and each Lender, and each Related Party related party of any of the foregoing Persons (each such Person being called an "Indemnitee") Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other 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 herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds thereoftherefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, not as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against any Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this SectionSection to be paid by it to the Agent (or any sub-agent thereof), the Issuing Lender or any related party of any of the foregoing, each Lender severally agrees to pay to the applicable Swingline Agent (or any sub-agent), the Issuing Lender or such related party, as the case may be, such Lender's ’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 applicable Swingline Agent (or any such sub-agent) or the Issuing Lender in its capacity as such. To , or against any related party of any of the extent that foregoing acting for the Borrower fails to pay Agent (or any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (asuch sub-agent) or (b) of this Section, each Issuing Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance connection with Section 9.07such capacity. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section 10.03 shall be payable not later than 10 days three (3) Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a1) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective AffiliatesChase Securities Inc., including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the any Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b2) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesLiability, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c3) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, 44 claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d4) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. (e5) All amounts due under this Section shall be payable not promptly no later than 10 seven (7) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one law firm as counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication (prior to the Effective Date) of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all out-of-pocket expenses reasonably incurred during the existence of an Event of Default by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available (x) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Party of such Indemnitee, or (y) in connection with disputes among or between the Administrative Agent, Lenders and/or their respective Related Parties. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Xxxxxx’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for indirect, special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 30 days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket out‑of‑pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Syndication Agents, the Joint Lead Arrangers and each of their respective Affiliates, Affiliates including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, the Syndication Agents, the Joint Lead Arrangers, in connection with the syndication of the credit facilities provided for herein, the herein or preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the a Borrower or any of its subsidiariesSubsidiaries, (iv) any conversion or translation of a currency into another currency, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and theory, regardless of whether any Indemnitee is a party theretothereto and whether or not the same are brought by the Borrower, its equity holders, affiliates or creditors 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 are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result from the gross negligence or willful misconduct of such IndemniteeIndemnitee or the material breach by such Indemnitee of its obligations under the Loan Documents as finally determined by a non-appealable judgment by a court of competent jurisdiction. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph clause (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage ’s pro rata share (determined as of the time that the applicable 509265-0507-14367-Active.16189227.17 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 applicable Swingline Lender Administrative Agent in its capacity as such. To For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the extent that sum of the Borrower fails to pay any amount required to be paid by it to outstanding Term Loans and unused Commitments at the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 15 days after written demand therefor. (f) 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.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliates, its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC. (b) The Borrower shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), the Agents and each Lender, and each Related Party of any of the foregoing Persons persons (each such Person person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Credit Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or the use or proposed use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials Substances on or from any property owned or operated by the Borrower or any of its subsidiariesCredit Party, or any Environmental Liability Claim related in any way to the Borrower or any of its subsidiariesCredit Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or Section 10.1(b) to be paid by it to the Administrative Agent (or any Swingline Lender under paragraph (a) or (b) of this Sectionsub-agent thereof), each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent (or any such sub-agent) such Lender's Applicable Percentage ’s proportion (determined based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent (or any such sub-agent) in its capacity as such. To , or against any Related Party of any of the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under paragraph (athis Section 10.1(c) or (b) are subject to the provisions of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.072.3(c). (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in Section 10.1(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including Intralinks, SyndTrak or similar systems) in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except as a result of such Indemnitee’s gross negligence or willful misconduct. (e) All amounts due under this Section shall be payable not later than 10 days after written by the Borrower upon demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Managing Administrative Agent and 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) and ), (ii) all reasonable and documented out-of-pocket expenses incurred by the Managing 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 Administrative Agent Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to of the Borrower or any of its 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 theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such IndemniteeIndemnitee or (ii) a material breach in bad faith by such Indemnitee of its express contractual obligations under the Loan Documents pursuant to a claim made by the Borrower. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, the Issuing Bank or the Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid 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 applicable Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Lender and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentLender, in connection with the syndication of the credit facilities provided for hereinLoan, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof provi­sions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any LenderLender and its Affiliates, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunderLoan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansthe Loan. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons Lender (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement the Loan Documents or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any the Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, (iv) the failure of the Borrower to deliver to Lender the required receipts or other required documentary evidence with respect to a payment made by the Borrower for Taxes pursuant to this Agreement, or (ivv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether 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 are determined deter­mined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower no Loan Party shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any the Loan or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, the Arranger, each Joint Bookrunning Manager, the Syndication Agent and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by any third party or by the Borrower or any Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials on on, at, to or from any property currently or formerly owned or operated by the Borrower or any of its subsidiariesSubsidiary, or any other Environmental Liability related in any way material respect to the Borrower or any of its subsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrowers or any Subsidiary and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the extent that outstanding Bridge Loans and unused Commitments at the Borrower fails to pay any amount required to be paid by it time. The obligations of the Lenders under this paragraph (c) are subject to the Managing Administrative Agent or last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Administrative Agent Lenders’ obligations under this paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07c)). (d) To the fullest extent permitted by applicable law, the Borrower Borrowers shall not assert, and hereby waiveswaive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower ---------------------------------- shall pay (i) all reasonable and actual out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable and actual fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and actual out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, ---------- any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials hazardous materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability environmental liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, or (iviii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, each of the Borrower Borrower, the Lenders and the Administrative Agent shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee or 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan Transactions or the use of the proceeds thereof. (e) The Borrower shall not be liable for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements which may be imposed on, incurred by or asserted against an Indemnitee that is a Lender by another Lender or any entity which has purchased or otherwise acquired a participation in any Loan, Commitment or interest herein or in a Note of such Indemnitee to the extent such relate solely to or arise solely out of actions taken or not taken by the Indemnitee Lender in connection with matters that are of an "interbank nature". To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy or otherwise, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. (f) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative AgentArranger, the Administrative Agent and their respective Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any LenderLender Party, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any LenderLender Party, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, Documents (including its rights under this Section) or the Loans, or in connection with including, upon and during the Loans made hereundercontinuance of a Default, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons Lender Parties and their respective Related Parties (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (( i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Financing Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnitee’s gross negligence or willful misconduct of misconduct; (ii) such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to indemnity shall not be paid by it available to any Swingline Lender under paragraph (a) or (b) of this SectionIndemnitee for losses, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified lossclaims, claimdamages, damage, liability liabilities or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) expenses arising out of, of a proceeding in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.which such indemnitee and

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement the Loan Documents or any amendments, modifications or waivers (requested by or for the benefit of the Company) of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereundermade, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower Company shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons involved directly or indirectly in the Transactions (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expensesexpenses (other than Excluded Taxes), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereofLoan, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Company or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of its 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 whether brought by a third party or by the Company or any Affiliate of the Company, it being understood that nothing herein shall relieve any Lender of liability for a breach of its agreements contained herein); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined (A) do not result in actual out-of-pocket loss or expense by a court of competent jurisdiction by final and nonappealable judgment to have resulted such Indemnitee or (B) result from the bad faith, wilful misconduct or gross negligence or willful misconduct of such IndemniteeIndemnitee or the breach by such Indemnitee of its agreements set forth in the Loan Documents. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, Section each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower Company shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefortherefor setting forth the amount and the nature of the expense or claim, as applicable.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective AffiliatesX.X. Xxxxxx Securities Inc., the sole Lead Arranger, including the reasonable and duly documented fees, charges and disbursements of counsel for the Managing Administrative Agent and 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 or any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any LenderCredit Party, including the reasonable fees, charges and disbursements of any a single counsel for the Managing Administrative Agent, the Administrative Agent or any Lenderand a single counsel for the other Credit Parties, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred and during any workout, restructuring or negotiations in respect of such Loansthe Revolving Loans and the Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, Credit Party and each Related Party of any of the foregoing Persons thereof (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder and thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Revolving Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesthe Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesthe Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of (or a breach in bad faith by such Indemnitee of its express obligations under any Loan Document) such Indemnitee, (B) arise out of a claim brought by the Borrower against an Indemnitee for a breach which is finally determined by a final and nonappealable judgment to have constituted a bad faith breach of such Indemnitee’s obligations under this Agreement or (C) relate to Taxes, except as provided in Section 3.07. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's ’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 beapplicable, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall each party hereto agrees that it will not assert, and hereby waives, any claim against any IndemniteeIndemnitee or the Borrower, as the case may be, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement agreement, instrument or instrument other document contemplated herebyhereby or thereby, the Transactions, Transactions or any Revolving Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not promptly, but in any event no later than 10 days 30 days, after written demand therefor, accompanied by proper supporting documentation, and without prejudice to the Borrower’s right to contest the amount or the validity of any claim for payment.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Lender and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentLender, 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) and ), (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other any Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, provided that, in the case of a workout or a Default, the Borrower shall be obligated to pay the attorneys’ fees and expenses for only one law firm for the Lender in addition to any required local counsel. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons Lender (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to this Agreement or any other Loan Document of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, hereby or by the other Loan Documents, (ii) any Loan or the use of the proceeds thereof, therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (y) relate to a claim arising solely under the Merger Agreement. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable promptly not later than 10 fifteen days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative AgentArranger, the Administrative Agent and their respective Affiliates, including including, without limitation, the reasonable fees, charges and disbursements of Squire, Xxxxxxx & Xxxxxxx (US) LLP, special counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or the Loan Documents and any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any LenderLender Party, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any LenderLender Party, in connection with the replacement of any Lender pursuant to Section 2.19(b), the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, Documents (including its rights under this Section, ) or in connection with the Loans made hereunderLoans, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such the Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons Lender Parties and their respective Related Parties (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Financing Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any of its subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that (i) such indemnity shall not, as not be available to any Indemnitee, be available Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the such Indemnitee’s gross negligence or willful misconduct misconduct; (ii) such indemnity shall not be available to any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such Indemnitee and the Borrower are adverse parties to the extent that the Borrower prevails on the merits, as determined by a court of competent jurisdiction (it being understood that nothing in this Agreement shall preclude a claim or suit by the Borrower against any Indemnitee for such Indemnitee’s failure to perform any of its obligations to the Borrower under the Loan Documents); (iii) the Borrower shall not, in connection with any such proceeding or related proceedings in the same jurisdiction and in the absence of conflicts of interest, be liable for the fees and expenses of more than one law firm at any one time for the Indemnitees (which law firm shall be selected (x) by mutual agreement of the Administrative Agent and the Borrower or (y) if no such agreement has been reached following the Administrative Agent’s good faith consultation with the Borrower with respect thereto, by the Administrative Agent in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt notice of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under this Section and (y) an opportunity to consult from time to time with such indemnitee regarding defensive measures and potential settlement; and (v) the Borrower shall not be obligated to pay the amount of any settlement entered into without its written consent (which consent shall not be unreasonably withheld). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent or the Swingline Lender under paragraph subsection (a) or (b) of this Section, each Lender severally agrees to pay to such Agent or the applicable Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage ’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or the applicable Swingline Lender in its capacity as such. To For purposes hereof, a Lender’s “pro rata share” shall be determined based on its share of the extent that sum of the Borrower fails to pay any amount required to be paid by it to total Exposures and unused Commitments at the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and it hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Financing Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days within five Business Days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Credit Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges fees and disbursements of any outside counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsCredit Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents each Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges fees and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Credit Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the actual or proposed use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Parent or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Parent or any of its 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 theory, whether brought by any Credit Party or any of its directors, shareholders or creditors, an Indemnitee or any other Person, and regardless of whether any Indemnitee is a party theretothereto (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as finally determined in a non-appealable judgment by a court of competent jurisdiction, (y) resulted from a material breach of the Credit Documents by such Indemnitee as finally determined in a non-appealable judgment by a court of competent jurisdiction or (z) arise from disputes between or among Indemnitees (other than disputes involving claims against the Administrative Agent or the Arranger, in each case, in their respective capacities as such in connection with its syndication of the Loans and Commitments hereunder) that do not involve an act or omission by any Credit Party or their respective subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower no Credit Party shall not assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Credit Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other Credit Documents or the transactions contemplated hereby or thereby if such Indemnitee has used reasonable care in the distribution of such information or other materials distributed by it. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Managing Administrative Agent and 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) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any outside counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property Property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its subsidiariesSubsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the material breach by such Indemnitee of its obligations under the Loan Documents or the gross negligence or willful misconduct of such IndemniteeIndemnitee or (y) arisen out of disputes solely between and among Indemnitees (other than (1) as a result of any act or omission by the Borrower or any of its Affiliates and (2) any dispute involving an Indemnitee acting in its capacity or fulfilling its role as Administrative Agent, Lead Arranger, Co-Documentation Agent, Co-Management Agent or Syndication Agent). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that the Borrower fails Each Lender severally agrees to pay any amount required to be paid by it to any Swingline Lender the Borrower under paragraph (a) or (b) of this Section, each Lender severally agrees to pay Section 9.03 to the applicable Swingline Lender such Lender's Administrative Agent 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 (determined as 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 time that Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the applicable unreimbursed expense Commitments, this Agreement, any of the other Loan Documents or indemnity payment is sought) any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of such unpaid amountthe 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 applicable Swingline Lender such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. To The agreements in this Section shall survive the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) termination of this Section, each Lender severally agrees to pay Agreement and the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07payment of the Loans and all other amounts payable hereunder. (d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any IndemniteeIndemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any claim 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 Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (e) All amounts due under this Section shall be payable not later than 10 fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Bank and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent Bank and the Administrative Agentcosts allocated by its internal legal department, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any LenderBank, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any LenderBank, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower and the General Partner, jointly and severally, shall indemnify the Managing Administrative Agent, the Agents and each LenderBank, and each Related Party of any of the foregoing Persons Bank (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, each of the Borrower and General Partner shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 thirty (30) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative any Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel Cravath, Swaine & Moorx, xxunsel for the Managing Administrative Agent and the Administrative AgentAgents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Agents or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansAgreement. (b) The Borrower shall agrees to indemnify the Managing Administrative Agent, each of the Agents and each Lender, and each Related Party Affiliate of any of them and each of the respective directors, officers, employees, agents and advisors of the foregoing Persons (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to 51 47 the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such IndemniteeIndemnitee (BUT SHALL BE AVAILABLE TO THE EXTENT THEY ARE DETERMINED TO HAVE RESULTED FROM, IN WHOLE OR IN PART, THE SIMPLE NEGLIGENCE OF SUCH INDEMNITEE). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not no later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall Company agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Collateral Agent, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Collateral Agent, in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration of this the Security Documents, the Intercreditor Agreement or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the amendments, modifications, waivers or transactions contemplated hereby or thereby shall be are consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Collateral Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Collateral Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its their rights in connection with this Agreement the Security Documents and the other Loan DocumentsIntercreditor Agreement, including its their rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall Company agrees to indemnify the Managing Administrative Agent, the Agents Collateral Agent and each Lender, and each of its Related Party of any of the foregoing Persons Parties (each such Person being called an "IndemniteeINDEMNITEE") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this any Security Document or Secured Instrument, the Intercreditor Agreement or any other agreement or instrument contemplated hereby, or the performance by the parties hereto to the Security Documents or Secured Instruments or the Intercreditor Agreement of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan extension of credit under any Secured Instrument or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any Mortgaged Property or any other property at any time owned or operated by the Borrower Company or any of its subsidiaries, other Grantor or at which any Collateral is located or any Environmental Liability related in any way to the Borrower Company or any of its subsidiaries, other Grantor or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such IndemniteeIndemnitee or any of its Related Parties. In any event, neither the Collateral Agent nor any other Indemnitee shall be required to take any action under or in relation to this Agreement, any Security Document or Secured Instrument, the Intercreditor Agreement or any other agreement or instrument contemplated hereby unless it shall first be indemnified to its satisfaction by (A) the Company or (B) the Secured Parties of the relevant Class against any and all liability and expense that the Collateral Agent may incur by reason of taking any such action. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower Company shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Security Document, the Intercreditor Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (ed) All amounts due under this Section shall be payable not later than 10 days after written demand thereforon demand. (e) The Collateral Agent shall have no obligation whatsoever to any Secured Party or other Person to assure that the Collateral exists or is owned by the Grantors or is cared for, protected or insured, or that the Liens and security interests granted to the Collateral Agent on behalf of the Secured Parties under the Security Documents, have been properly created, perfected, protected or enforced, as the case may be, or are entitled to any particular priority, except that the Collateral Agent shall exercise reasonable care in the custody of Collateral held by it in accordance with the terms of this Agreement or any other Security Document. (f) Each Secured Party hereby approves the Security Documents of the applicable Class and the Intercreditor Agreement, and hereby authorizes the Collateral Agent on its behalf to accept from the Company and the other Grantors and execute and deliver (in its capacity as Collateral Agent) such Security Documents and the Intercreditor Agreement, with such changes, additions or deletions as the Collateral Agent, in its reasonable discretion, may approve as reasonably necessary or appropriate, such approval to be conclusively evidenced by the Collateral Agent's acceptance or execution thereof. Each Secured Party also authorizes the Collateral Agent to accept or execute and deliver each other Security Document of the applicable Class to which it is a party and such additional documents (including financing statements, opinions, certificates and other documents in form and substance satisfactory to the Collateral Agent, in its reasonable discretion) in connection with the issuance of the Securities or any subsequent closing for the pledge of any other Collateral as the Collateral Agent, in its reasonable discretion, may approve pursuant to the direction of the Secured Parties of the relevant Class, as applicable, such approval to be conclusively evidenced by the Collateral Agent's acceptance or execution thereof.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesor the Lead Arranger, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentLead Arranger, in connection with the syndication of the credit facilities Revolving Loans provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents 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 and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any the Administrative Agent or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, or the Swingline Lender Lender, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Administrative Agent, or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after promptly following written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lenderand one additional counsel for the Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such Lender's ’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 applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Syndication Agent, the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel for the Managing Administrative Agent Agent, the Arranger and their Affiliates, and if deemed necessary by the Administrative Agent, one local counsel in each applicable jurisdiction, in connection with the structuring, arrangement and syndication of the credit facilities provided for herein and any credit or similar facility refinancing or replacing, in whole or in part, any of the credit facilities provided for herein, including the preparation preparation, execution and delivery of the Commitment Letter and the Fee Letters, as well as the preparation, execution, delivery and administration of this Agreement Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent any Arranger or any Lender, including the fees, charges and disbursements of any counsel for any of the Managing Administrative Agent, the Administrative Agent or any Lenderforegoing, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower Company shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), each Arranger, the Agents Syndication Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee") ”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or structuring, arrangement and the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Commitment Letter, the Fee Letters, this Agreement Agreement, the other Loan Documents or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto to the Commitment Letter, the Fee Letters, this Agreement or the other Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release Release of Hazardous Materials on on, at, to or from any property owned or operated by the Borrower Company or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of its subsidiariesSubsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether such proceeding is initiated against or by any party to this Agreement, or any Affiliate thereof, by an Indemnitee or any third party or 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 are determined by a court of competent jurisdiction by a final and nonappealable non appealable judgment to have resulted from the bad faith, gross negligence or willful wilful misconduct of such Indemnitee. This Section shall not apply to any Taxes (other than Other Taxes or any Taxes that represent losses, claims, damages or related expenses arising from any non-Tax claim). (c) To the extent that the Borrower Company fails to indefeasibly pay any amount required to be paid by it to any Swingline Lender them under paragraph (a) or (b) of this SectionSection to the Administrative Agent (or any sub-agent thereof) or any Related Party of the Administrative Agent (or any sub-agent thereof) (and without limiting its obligation to do so), each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent (or any such sub-agent), or such Related Party, such Lender's Applicable Percentage ’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 applicable Swingline Lender Administrative Agent (or such sub-agent) in its capacity as such. To the extent that the Borrower fails to pay , or against any amount required to be paid by it to the Managing Administrative Agent or Related Party of the Administrative Agent under paragraph (aor any sub-agent thereof) acting for the Administrative Agent (or (bany such sub-agent) in connection with such capacity. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans and unused Commitments, in each Lender severally agrees to pay case, at the Managing Administrative Agent time (or Administrative Agent most recently outstanding and in accordance with Section 9.07effect). (d) To the extent permitted by applicable law, the Borrower Company shall not assert, or permit any of its Affiliates or Related Parties to assert, and hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result ofof this Agreement, this Agreement any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for (including the Managing Administrative Agent allocated costs and the Administrative Agentexpenses of in-house counsel), in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the applicable L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent any L/C Issuer or any Lender, including the fees, charges and disbursements of any counsel for (including, in the Managing case of the Administrative Agent, allocated costs and expenses of in-house counsel) for the Administrative Agent Agent, any L/C Issuer or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower shall indemnify the Managing Administrative AgentAgent (and any sub-agent thereof), the Agents each Arranger, each Lender and each LenderL/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 and related expenses, expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement 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, the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 2.17), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds thereoftherefrom (including any refusal by any 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), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Swingline L/C Issuer or the Swing Line Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent, such L/C Issuer or the Swing Line Lender, as the case may be, such Lender's ’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 applicable Swingline Administrative Agent, such L/C Issuer or the Swing Line Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such Indemnitee unintended recipients by such through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor. (f) The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective AffiliatesJ.X. Xxxxxx Securities, Inc., as sole bookrunner and sole lead arranger, including the reasonable fees, charges and disbursements of one domestic counsel for the Managing Administrative Agent and the Administrative AgentJ.X.Xxxxxx Securities, Inc., collectively, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent any Issuing Bank or any Lender, in connection with the enforcement or protection preservation of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit . (b) The Borrower shall indemnify the Managing Administrative Agent, 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 expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s employer or any Affiliate of either thereof or any of their respective officers, directors, employees, advisors or agents. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Swingline Lender Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent or such Issuing Bank, as the case may be, such Lender's ’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 applicable Swingline Lender Administrative Agent or such Issuing Bank in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative AgentAgents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Agents or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent Agents or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or this Agreement. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any 50 Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the actual or proposed use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (i) resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) arise in connection with any issue in litigation commenced by Borrower or any of its Subsidiaries against any Indemnitee for which a final judgment is entered in favor of Borrower or any of its Subsidiaries against such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Global Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Global Administrative Agent, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Global Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07Agent. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof, except for any such claim arising from such Indemnitee's gross negligence or willful misconduct. (e) All amounts due under this Section shall be payable not later than 10 thirty (30) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof of this Agreement or any other Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel (including the reasonably documented and allocated cost of internal counsel) for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the or any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such Loansthereof. (b) The Borrower shall agrees to indemnify the Managing Administrative Agent, the Agents Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated herebyhereby or thereby, (ii) any Loan or the use of the proceeds thereoftherefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower or any of its 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 thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay pay, or cause the applicable Borrowing Subsidiary to pay, (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative AgentAgents, the Administrative Agent Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one firm of counsel for the Managing Administrative Agent and Agents and, if deemed reasonably necessary by the Administrative AgentAgents, one firm of local counsel in each appropriate jurisdiction, in connection with the arrangement and the syndication of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement the Loan Documents or any amendments, modifications or waivers of the provisions hereof thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses incurred by the Managing Administrative AgentAgents, the Administrative Agent any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative AgentAgents, the Administrative Agent any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Company shall indemnify indemnify, or cause the Managing Administrative Agentapplicable Borrowing Subsidiary to indemnify, the Agents (and any sub-agent thereof), the Arrangers, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee") ”), against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, with or as a result of (i) the execution or arrangement and the syndication of the credit facility provided for herein, the preparation, execution, delivery and administration of this Agreement the Loan Documents 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 other transactions contemplated herebythereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (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) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower Company or any of its subsidiariesthe Subsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of its subsidiariesthe Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court thereto and regardless of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.123 (c) To the extent that the any Borrower fails to pay any amount required to be paid by it to either Agent (or any Swingline Lender sub-agent thereof) 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 such Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the applicable Swingline Lender case may be, such Lender's Applicable Percentage ’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 applicable Swingline Lender such Agent (or such sub-agent) or such Issuing Bank in its capacity as such. To , or against any Related Party of any of the extent that the Borrower fails to pay foregoing acting for either Agent (or any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (asuch sub-agent) or any Issuing Bank in connection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposures and unused Commitments at the time (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent most recently outstanding and in accordance with Section 9.07effect). (d) To the extent permitted by applicable law, the Borrower Borrowers shall not assert, or permit any of their Affiliates or Related Parties to assert, and each hereby waives, any claim against any IndemniteeIndemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet and Electronic Systems) 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 Loan Document or any agreement or instrument contemplated herebythereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective its Affiliates, including the reasonable fees, charges and disbursements of a single legal counsel for the Managing Administrative Agent and the Administrative AgentArrangers (and of a single local counsel in each appropriate jurisdiction), in connection with the syndication (prior to the date hereof) of the credit facilities provided for herein, the preparation preparation, execution, delivery and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) consummated but subject to the cap on legal expenses and other out-of-pocket expenses agreed with the Administrative Agent), (ii) all reasonable out-of-pocket expenses incurred by the Managing Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Administrative Agent any Issuing Bank or any Lender, including the fees, charges and disbursements of any one counsel for the Managing Administrative Agent, the Administrative Agent any Issuing Bank or any LenderLender and a single local counsel in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest among such Persons and notice to the Borrower of such conflict, such individual counsel as such affected Persons may retain), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan DocumentsAgreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. Notwithstanding anything to the contrary, the Borrower shall not have any obligation to pay the fees or expenses of any Lender or the Administrative Agent in connection with any assignment of, or the grant of any participation in, any rights of a Lender under or in connection with this Agreement; provided that the provisions of this sentence shall not apply to any Lender substituted for a Defaulting Lender pursuant to Section 10.13(a). (b) The Borrower shall indemnify the Managing Administrative Agent, each Issuing Bank, the Agents Swingline Lender, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "“Indemnitee"”) against, and hold each Indemnitee harmless from, any and all losses, penalties, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any one primary counsel for any Indemniteeall such Persons, taken as a whole, and a single local counsel in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest among such Indemnitees and notice to the Borrower of such conflict, such individual counsel as such affected Indemnitees may retain), 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 herebyTransactions, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials hazardous materials on or from any property owned or operated by the Borrower or any of its subsidiariesSubsidiary, or any Environmental Liability related in any way to the liability that Borrower or any of its subsidiariesSubsidiary may have under Environmental Laws, or, 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, penalties, claims, damages, liabilities or related expenses are (i) did not result directly or indirectly from the action or inaction of the Borrower or any Subsidiary, (ii) resulted from the gross negligence, bad faith, unlawful conduct or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction by final and nonappealable judgment, (iii) result from a material breach of such Indemnitee’s obligations hereunder as determined by a court of competent jurisdiction by final and nonappealable judgment or (iv) result from disputes, claims, demands, actions, judgments or suits not arising from any act or omission by the Borrower or its Affiliates, brought by an Indemnitee against any other Indemnitee (other than disputes, claims, demands, actions, judgments or suits involving claims against any Agent in its capacity as such). This Section 10.03(b) shall not apply with respect to have resulted Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the gross negligence or willful misconduct of such Indemniteeany non-Tax claim. (c) To the extent that the Borrower fails to pay any amount required to be paid by it them to any 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 applicable Administrative Agent, such Issuing Bank or the Swingline Lender Lender, as the case may be, such Lender's ’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 applicable Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the fullest extent permitted by applicable law, the Borrower each party hereto and each of its respective Related Parties shall not assert, and hereby waives, any claim against any each other party hereto and its Related Parties (including, as applicable, each Indemnitee), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactionstransactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof, provided, however, that the foregoing shall not limit the Borrower’s indemnification obligations pursuant to this Section 10.03. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) All amounts due under this Section shall be payable not later than 10 days promptly after written demand therefortherefor together with a copy of the invoice(s) or other documentation setting forth in reasonable detail the amount demanded and the matter(s) to which it relates.

Expenses Indemnity Damage Waiver. (a) The Borrower Company shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and 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 preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and ), (ii) all reasonable out-of-pocket expenses incurred by the Managing Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Administrative Agent any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the any other Loan DocumentsDocument, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. (b) The Borrower Company shall indemnify the Managing Administrative Agent, the Agents each Joint 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 expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereoftherefrom (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) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower Company or any of its subsidiariesSubsidiaries, or any Environmental Liability related in any way to the Borrower Company or any of its 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 theory, whether brought by a third party or by the Company or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such IndemniteeIndemnitee or (ii) the material breach by such Indemnitee of its express obligations under this Agreement pursuant to a claim initiated by the Company. This Section 9.03(b) shall not apply with respect to Taxes or UK Tax other than any Taxes or UK Tax that represent losses, claims or damages arising from any non-Tax or non-UK Tax claim. (c) To the extent that the Borrower Company fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Administrative Agent, and each Revolving Lender severally agrees to pay to such Issuing Bank or the Swingline Lender Lender, as the case may be, such Lender's ’s 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 applicable Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay the Managing Administrative Agent or Administrative Agent in accordance with Section 9.07. (d) To the extent permitted by applicable law, the no Borrower shall not assert, and each Borrower hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by unintended recipients of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), other than damages that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than 10 fifteen (15) days after written demand therefor.

Expenses Indemnity Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent and their respective Affiliatesits Affiliates (other than any Affiliate acting in the capacity of a Lender), including the reasonable fees, charges and disbursements of counsel for the Managing Administrative Agent and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or (i) any amendments, modifications or waivers of the provisions hereof of any Loan Document (whether or not the transactions contemplated hereby or thereby shall be consummated) ), and (ii) all out-of-pocket expenses incurred by the Managing Administrative Agent, the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Managing Administrative Agent, the Administrative Agent or any Lender, in connection with the enforcement or protection of its the rights of the Administrative Agent and the Lenders in connection with this Agreement and the other Loan Documents, including its the Administrative Agent's rights under this Section, or in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower shall indemnify the Managing Administrative Agent, the Agents and each Lender, Lender and each Related Party of any of the foregoing Persons thereof (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement any Loan Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto to the Loan Documents of their respective obligations hereunder thereunder or the consummation of the Transactions or any other transactions contemplated herebythereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its subsidiariesBorrower, or any Environmental Liability related in any way to the Borrower or any of its subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee (including claims of any Lender resulting from the gross negligence or willful misconduct of the Administrative Agent). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Swingline Lender such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Swingline Lender in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Managing Administrative Agent or the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Managing Administrative Agent an amount equal to the product of such unpaid amount multiplied by a fraction, the numerator of which is the outstanding principal balance of such Lender's Loans and the denominator of which is the outstanding principal balance of all Loans (in each case determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent in accordance with Section 9.07its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement any Loan Document or any agreement agreement, instrument or instrument other document contemplated herebythereby, the Transactions, Transactions or any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not promptly but in no event later than 10 ten days after written demand therefor.