Common use of Expenses Indemnity Etc Clause in Contracts

Expenses Indemnity Etc. Each Credit Agreement Loan Party agrees: (a) to pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Xxxxxx & Rxxxxxx and of all local and foreign counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Arranger's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated or effective); (b) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each Agent (including Attorney Costs of each Agent and the Lenders) in connection with (i) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution or liquidation proceedings, (y) judicial or regulatory proceedings, and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (ii) the enforcement of this Section 11.4; and (c) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein. Subject to the limitations under Article IV, each Credit Agreement Loan Party agrees, whether or not the transactions contemplated hereby are consummated, to indemnify each Lender, each Agent, each Co-Agent and each of their respective directors, officers, employees, attorneys, trustees and agents (each, an "Indemnified Person") from, and hold each of them harmless against, its proportionate share of any and all Losses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party or any other Person) arising out of or by reason of relating to any of the Loan Documents, the extensions of credit hereunder or any actual or proposed use by any Credit Agreement Loan Party or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting from the gross negligence or bad faith of the Indemnified Person. Without limiting the generality of the foregoing, each Credit Agreement Loan Party agrees to (x) indemnify each Agent for any payments that any Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting from the gross negligence or bad faith of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary (or any predecessor in interest to either Borrower or any Subsidiary), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary (or any of their respective predecessors in interest) at any third-party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted from the gross negligence or bad faith of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified Persons. Each Credit Agreement Loan Party agrees that, without the prior written consent of the Administrative Agent, the Arranger and the Required Lenders, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Expenses Indemnity Etc. Each Credit Agreement Loan Party agrees: (a) to pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- of-pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Xxxxxx Xxxxxx & Rxxxxxx Xxxxxxx and of all local and foreign counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Arranger's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated or effective); (b) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each Agent (including Attorney Costs of each Agent and the Lenders) in connection with (i) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution or liquidation proceedings, (y) judicial or regulatory proceedings, and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (ii) the enforcement of this Section 11.4; and (c) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein. Subject to the limitations under Article IV, each Credit Agreement Loan Party agrees, whether or not the transactions contemplated hereby are consummated, to indemnify each Lender, each Agent, each Co-Agent and each of their respective directors, officers, employees, attorneys, trustees and agents (each, an "Indemnified Person") from, and hold each of them harmless against, its proportionate share of any and all Losses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party or any other Person) arising out of or by reason of relating to any of the Loan Documents, the extensions of credit hereunder or any actual or proposed use by any Credit Agreement Loan Party or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting from the gross negligence or bad faith of the Indemnified Person. Without limiting the generality of the foregoing, each Credit Agreement Loan Party agrees to (x) indemnify each Agent for any payments that any Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting from the gross negligence or bad faith of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary (or any predecessor in interest to either Borrower or any Subsidiary), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary (or any of their respective predecessors in interest) at any third-party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted from the gross negligence or bad faith of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified Persons. Each Credit Agreement Loan Party agrees that, without the prior written consent of the Administrative Agent, the Arranger and the Required Lenders, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Expenses Indemnity Etc. Each Credit Agreement Loan Party agreesThe Borrowers agree: (a) to pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- of-pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Xxxxxx Xxxxxx & Rxxxxxx Xxxxxxx and of all local and foreign counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Arranger's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated or effective); (b) to pay or reimburse each of the Lenders and each the Administrative Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each the Administrative Agent (including Attorney Costs of each the Administrative Agent and the Lenders) in connection with (i) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution up or liquidation proceedings, (y) judicial or regulatory proceedings, proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), ) and (ii) the enforcement of this Section 11.4; and (c) to pay or reimburse each of the Lenders and each the Administrative Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein. Subject to the limitations under Article IV, each Credit Agreement Loan Party agreesThe Borrowers agree, whether or not the transactions contemplated hereby are consummated, to indemnify each Lender, each Agent, each Co-Agent and each of their respective directors, officers, employees, attorneys, trustees and agents (each, an "Indemnified Person") from, and hold each of them harmless against, its proportionate share of any and all Losses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party or any other Person) arising out of or by reason of relating to any of the Loan Documents, the extensions of credit hereunder or any actual or proposed use by either Borrower or any Credit Agreement Loan Party Subsidiary Swing Line Borrower or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any the Administrative Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting from the gross negligence or bad faith of the Indemnified Person. Without limiting the generality of the foregoing, each Credit Agreement Loan Party agrees the Borrowers agree to (x) indemnify each the Administrative Agent for any payments that any the Administrative Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, Document and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting from the gross negligence or bad faith of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary (or any predecessor in interest to either Borrower or any Subsidiary), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary (or any of their respective predecessors in interest) at any third-party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party the Borrower shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party The Borrowers also agrees agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted from the gross negligence or bad faith of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party agrees the Borrowers agree to reimburse each Indemnified Person for all reasonable out-of-pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified Persons. Each Credit Agreement Loan Party agrees The Borrowers agree that, without the prior written consent of the Administrative Agent, the Arranger and the Required Lenders, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Expenses Indemnity Etc. Each Credit Agreement Loan Party agreesThe Pledgor agrees to pay the ------------------------- Joint Collateral Agent such compensation as has previously been agreed upon by the Pledgor and the Joint Collateral Agent for any and all services rendered by the Joint Collateral Agent; provided, however, that the Joint Collateral Agent -------- ------- and the Pledgor may from time to time agree in writing to such other compensation of the Joint Collateral Agent hereunder. In addition, the Pledgor agrees to reimburse the Joint Collateral Agent for: (a) to pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- pocket costs and expenses of the Joint Collateral Agent (including including, without limitation, the reasonable fees and expenses of Cxxxxx Xxxxxx & Rxxxxxx and of all local and foreign counsel) counsel to the Joint Collateral Agent), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement of, and the other Loan Documents and the extensions of credit hereunderongoing administration of, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Arranger's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated or effective)Agreement; (b) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each Joint Collateral Agent (including Attorney Costs of each Agent and the Lendersincluding, without limitation, reasonable counsels' fees) in connection with (i) protection any Notice of the Lenders' rights following any Event of Default Acceleration and any enforcement or collection proceedings resulting therefrom, including all manner of participation therefrom or incurred in or other involvement connection with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution or liquidation proceedings, (y) judicial or regulatory proceedings, and (z) workout, restructuring or other negotiations or proceedings (whether or not causing the workout, restructuring or transaction contemplated thereby is consummated), Pledgor to satisfy its obligations hereunder and (ii) the enforcement of this Section 11.46.12; and (c) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinhereby. Subject to the limitations under Article IV, each Credit Agreement Loan Party agrees, whether or not the transactions contemplated hereby are consummated, The Pledgor agrees to indemnify each Lender, each Agent, each Co-the Joint Collateral Agent and each of their respective directors, officers, employees, attorneys, trustees and agents (each, an "Indemnified Person") from, and hold each of them the Joint Collateral Agent harmless against, its proportionate share of any and all Losses losses, liabilities, claims, damages or expenses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-the Joint Collateral Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party or any other Person) arising out of or in connection with the Joint Collateral Agent's duties under this Agreement or by reason of relating to any of the Loan Documents, the extensions of credit hereunder investigation or any actual litigation or proposed use by any Credit Agreement Loan Party or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans other proceedings (including the exercise by any Agent threatened investigation or any Lender of the rights and remedies litigation or any power of attorney with respect thereto and any action or inaction in respect thereof), other proceedings) involving this Agreement (but excluding any such Losses to the extent resulting from losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or bad faith willful misconduct of the Indemnified PersonJoint Collateral Agent). Without limiting the generality of In addition to the foregoing, each Credit Agreement Loan Party the Pledgor agrees to (x) indemnify each Agent for any payments that any Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss pay to the extent resulting from the gross negligence or bad faith of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary (or any predecessor in interest to either Borrower or any Subsidiary), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary (or any of their respective predecessors in interest) at any third-party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted from the gross negligence or bad faith of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party agrees to reimburse each Indemnified Person for Joint Collateral Agent all reasonable out-of-pocket expenses and all (including reasonable allocable costs expenses for legal services of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witnessevery kind) of, including or incident to, the reasonable fees and disbursements enforcement of one common counsel for all Indemnified Persons. Each Credit Agreement Loan Party agrees that, without the prior written consent any of the Administrative Agentprovisions of Section 4, or performance by the Arranger and Joint Collateral Agent of any obligations of the Required LendersPledgor under this Agreement in respect of the Collateral which the Pledgor has failed or refused to perform, no Loan Party will settleor any actual or attempted sale, or any exchange, enforcement, collection, compromise or consent to the entry of any judgment in any pending or threatened Proceeding settlement in respect of which indemnification could be sought under any of the indemnification Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Joint Secured Parties in respect thereof, by litigation or otherwise. The provisions of this Section 11.4 (whether 6.12 shall survive the termination of this Agreement or not any Indemnified Person is an actual the resignation or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent removal of the Borrowers, which consent Joint Collateral Agent. All amounts due under this Section 6.12 shall not be unreasonably withheld or delayedconstitute Joint Secured Obligations hereunder.

Expenses Indemnity Etc. (a) Each Credit Agreement Loan Party Borrower agrees: (ai) to jointly and severally pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- of-pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Weil, Gotshal & Xxxxxx & Rxxxxxx LLP and of all local domestic and foreign counsel) in connection with (iA) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Credit Documents and Security Documents and the extensions of credit hereunder, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the ArrangerAdministrative Agent's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement Agreement, the Transactions and the extensions of credit hereunder and (iiB) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Credit Documents (whether or not consummated or effective) (including, without limitation, in connection with the Borrowers' complying with Section 7.22); (bi) to jointly and severally pay or reimburse each of the Lenders Lender and each Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each Agent (including Attorney Costs of each Agent and the Lenders) in connection with (iA) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution or liquidation proceedings, (y) judicial or regulatory proceedings, and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (iiB) the enforcement of this Section 11.4; and (ciii) to jointly and severally pay or reimburse each of the Lenders Lender and each Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Credit Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Credit Document or any other document referred to therein. Subject . (b) Each Borrower agrees to indemnify and hold harmless the limitations under Article IVAdministrative Agent, the Arrangers, each Credit Agreement Loan Party agrees, whether or not the transactions contemplated hereby are consummated, to indemnify Lender and each Lender, each Agent, each Co-Agent L/C Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, trustees consultants and agents advisors of or to any of the foregoing (each, including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article V)) (each such Person being an "Indemnified Person") from, from and hold each of them harmless against, its proportionate share of against any and all Losses claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including fees, disbursements and reasonable expenses of financial and legal advisors to any such Indemnified Person) that may be imposed on, incurred by or asserted against any such Indemnified Person in connection with or arising out of them any investigation, litigation or proceeding, whether or not any such Indemnified Person is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Credit Document, any Obligation, any Letter of Credit, any Transaction Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any Proceeding investigation of any potential matter covered hereby (whether or collectively, the "Indemnified Matters"); provided, however, that the Borrowers shall not have any Agent, obligation under this Section 11.4 to an Indemnified Person with respect to any Co-Agent or any Lender is a party thereto and whether or not brought Indemnified Matter caused by or on behalf of any Loan Party or any other Person) arising out of or by reason of relating to any of the Loan Documents, the extensions of credit hereunder or any actual or proposed use by any Credit Agreement Loan Party or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting from 141 the gross negligence or bad faith willful misconduct of the that Indemnified Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the generality of the foregoing, each Credit Agreement Loan Party Borrower jointly and severally agrees to (x) indemnify each Agent for any payments that any Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting determined by a court of competent jurisdiction to have arisen from the gross negligence or negligence, bad faith or willful misconduct of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary Company (or any predecessor in interest to either Borrower or any SubsidiaryCompany), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary Company (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, on, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment or transport for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary Company (or any of their respective predecessors in interest) at any third-party site. . (c) To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. . (d) Each Credit Agreement Loan Party also Borrower agrees that no Indemnified Person Indemnitee shall have any liability (whether direct or indirectin contract, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security of their respective Subsidiaries or any of their respective equity holders or creditors resulting fromfor or in connection with the transactions contemplated hereby and in the other Credit Documents and Transaction Documents, arising out ofexcept for direct damages (as opposed to special, in any way related to indirect, consequential or by reason ofpunitive damages (including, without limitation, any matter referred loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to in the second paragraph of this Section 11.4, except to the extent that any Loss have resulted from the such Indemnitee's gross negligence or bad faith willful misconduct. Each Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to xxx upon any such Indemnified Person. claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate Affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party Borrower agrees to jointly and severally reimburse each Indemnified Person for all reasonable out-of-pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified Persons. . (f) Each Credit Agreement Loan Party Borrower agrees that, without the prior written consent of the Administrative Agent, the Arranger and the Required Lenders, which consent shall not be unreasonably withheld or delayed, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Expenses Indemnity Etc. Each Credit Agreement Loan Party Borrower agrees: (a) to jointly and severally pay or reimburse the Co- Agents for its proportionate share of all of their reasonable out-of- of-pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Xxxxxx Xxxxxx & Rxxxxxx Xxxxxxx and of all local domestic and foreign counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Credit Documents and Security Documents and the extensions of credit hereunder, the negotiation, preparation, execution and delivery of the Intercompany Loan Documents, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Lead Arranger's syndication efforts (including the Co-Agents' due diligence investigation expenses) with respect to this Agreement Agreement, the Transactions and the extensions of credit hereunder and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Credit Documents or the Intercompany Loan Documents (whether or not consummated or effective) (including, without limitation, in connection with the Borrowers' complying with Section 7.22); (b) to jointly and severally pay or reimburse each of the Lenders Lender and each Co-Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each Co- Agent (including Attorney Costs of each Co-Agent and the Lenders) in connection with (i) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution or liquidation proceedings, (y) judicial or regulatory proceedings, and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummatedconsum- mated), and (ii) the enforcement of this Section 11.4; and (c) to jointly and severally pay or reimburse each of the Lenders Lender and each Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Credit Documents or the Intercompany Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Credit Document or any other document referred to therein. Subject to the limitations under Article IV, each Credit Agreement Loan Party Borrower agrees, whether or not the transactions contemplated hereby are consummated, to jointly and severally indemnify each Lender, each Agent, each Co-Agent and each of their respective directors, officers, employees, attorneys, trustees and agents (each, an "Indemnified Person") from, and hold each of them harmless against, its proportionate share of any and all Losses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party Company or any other Person) arising out of or by reason of relating to any of the Loan Credit Documents, the extensions of credit hereunder or any actual or proposed use by any Credit Agreement Loan Party or any Subsidiary Company of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any Co-Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting determined by a court of competent jurisdiction to have arisen from the gross negligence or negligence, bad faith or willful misconduct of the Indemnified Person. Without limiting the generality of the foregoing, each Credit Agreement Loan Party Borrower jointly and severally agrees to (x) indemnify each Co-Agent for any payments that any Co-Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting determined by a court of competent jurisdiction to have arisen from the gross negligence or negligence, bad faith or willful misconduct of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary Com- pany (or any predecessor in interest to either Borrower or any SubsidiaryCompany), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary Company (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, on, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment or transport for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary Company (or any of their respective predecessors in interest) at any third-third- party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party Borrower also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted is determined by a court of competent jurisdiction to have arisen solely from the gross negligence or negligence, bad faith or willful misconduct of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate Affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party Borrower agrees to jointly and severally reimburse each Indemnified Person for all reasonable out-of-of- pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified PersonsPer- sons. Each Credit Agreement Loan Party Borrower agrees that, without the prior written consent of the Administrative Paying Agent, the Lead Arranger and the Required Lenders, which consent shall not be unreasonably withheld or delayed, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Paying Agent, the Lead Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Expenses Indemnity Etc. Each Credit Agreement Loan Party agreesThe Borrowers agree: (a) to pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- of-pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Xxxxxx Xxxxxx & Rxxxxxx Xxxxxxx and of all local and foreign counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Arranger's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated or effective); (b) to pay or reimburse each of the Lenders and each the Administrative Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each the Administrative Agent (including Attorney Costs of each the Administrative Agent and the Lenders) in connection with (i) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution up or liquidation proceedings, (y) judicial or regulatory proceedings, proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), ) and (ii) the enforcement of this Section 11.4; and (c) to pay or reimburse each of the Lenders and each the Administrative Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein. Subject to the limitations under Article IV, each Credit Agreement Loan Party agreesThe Borrowers agree, whether or not the transactions contemplated hereby are consummated, to indemnify each Lender, each Agent, each Co-Agent and each of their respective directors, officers, employees, attorneys, trustees attorneys and agents (each, an "Indemnified Person") from, and hold each of them harmless against, its proportionate share of any and all Losses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party or any other Person) arising out of or by reason of relating to any of the Loan Documents, the extensions of credit hereunder or any actual or proposed use by any Credit Agreement Loan Party the Borrowers or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any the Administrative Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting from the gross negligence or bad faith of the Indemnified Person. Without limiting the generality of the foregoing, each Credit Agreement Loan Party agrees the Borrowers agree to (x) indemnify each the Administrative Agent for any payments that any the Administrative Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, Document and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting from the gross negligence or bad faith of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary (or any predecessor in interest to either Borrower or any Subsidiary), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary (or any of their respective predecessors in interest) at any third-party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party the Borrower shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party The Borrowers also agrees agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted from the gross negligence or bad faith of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party agrees the Borrowers agree to reimburse each Indemnified Person for all reasonable out-of-pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified Persons. Each Credit Agreement Loan Party agrees The Borrowers agree that, without the prior written consent of the Administrative Agent, the Arranger and the Required Lenders, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.

Expenses Indemnity Etc. Each Credit Agreement Loan Party agrees: (a) to pay or reimburse the Agents for its proportionate share of all of their reasonable out-of- of-pocket costs and expenses (including the reasonable fees and expenses of Cxxxxx Xxxxxx Cahill Gordon & Rxxxxxx Reindel and of all local and foreign counsel) in connection with cxxxxxxxxx xxxh (ix) the xxx negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, the administration of the transactions contemplated hereby (including the monitoring of the Collateral) and the Arranger's syndication efforts (including the Agents' due diligence investigation expenses) with respect to this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated or effective); (b) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all reasonable out-of-pocket costs and expenses of the Lenders and each Agent (including Attorney Costs of each Agent and the Lenders) in connection with (i) protection of the Lenders' rights following any Event of Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up, dissolution or liquidation proceedings, (y) judicial or regulatory proceedings, and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated), and (ii) the enforcement of this Section 11.4; and (c) to pay or reimburse each of the Lenders and each Agent for its proportionate share of all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges (including title insurance and Attorney Costs) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein. Subject to the limitations under Article IV, each Credit Agreement Loan Party agrees, whether or not the transactions contemplated hereby are consummated, to indemnify each Lender, each Agent, each Co-Agent and each of their respective directors, officers, employees, attorneys, trustees and agents (each, an "Indemnified Person") from, and hold each of them harmless against, its proportionate share of any and all Losses incurred by any of them in connection with any Proceeding (whether or not any Agent, any Co-Agent or any Lender is a party thereto and whether or not brought by or on behalf of any Loan Party or any other Person) arising out of or by reason of relating to any of the Loan Documents, the extensions of credit hereunder or any actual or proposed use by any Credit Agreement Loan Party or any Subsidiary of the proceeds of any of the extensions of credit hereunder or the use of any collateral security for the Loans (including the exercise by any Agent or any Lender of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent resulting from the gross negligence or bad faith of the Indemnified Person. Without limiting the generality of the foregoing, each Credit Agreement Loan Party agrees to (x) indemnify each Agent for any payments that any Agent is required to make under any indemnity issued to any Lender referred to in any Security Document, and (y) indemnify each Lender and each other Indemnified Person from, and hold each Lender and each other Indemnified Person harmless against, any Losses described in the preceding sentence (net of insurance proceeds actually received but excluding, as provided in the preceding sentence, any Loss to the extent resulting from the gross negligence or bad faith of such Indemnified Person) arising under any Environmental Law based on or arising out of (A) the past, present or future operations of either Borrower or any Subsidiary (or any predecessor in interest to either Borrower or any Subsidiary), (B) the past, present or future condition of any facility or property owned, operated or leased at any time by either Borrower or any Subsidiary (or any of their respective predecessors in interest), or (C) any Release or threatened Release of any Hazardous Materials at, under or from any such facility or property, including, without limitation, any such Release or threatened Release that shall occur during any period when any Lender or other Indemnified Person shall be in possession of any such facility or property following the exercise by such Lender or other Indemnified Person of any of its rights and remedies hereunder or under any of the Security Documents, and the alleged disposal or alleged arranging for disposal or treatment of any Hazardous Materials by either Borrower or any Subsidiary (or any of their respective predecessors in interest) at any third-party site. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 11.4 is unenforceable because it is violative of any law or public policy or otherwise, each Credit Agreement Loan Party shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. Each Credit Agreement Loan Party also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Loan Party or any Loan Party's security holders or creditors resulting from, arising out of, in any way related to or by reason of, any matter referred to in the second paragraph of this Section 11.4, except to the extent that any Loss resulted from the gross negligence or bad faith of such Indemnified Person. In the event that any Indemnified Person is requested or required to appear as a witness in any Proceeding brought by or on behalf of or against any Loan Party or any affiliate of any Loan Party in which such Indemnified Person is not named as a defendant, each Credit Agreement Loan Party agrees to reimburse each Indemnified Person for all reasonable out-of-pocket expenses and all reasonable allocable costs of in-house legal counsel incurred by each Indemnified Person in connection with such Indemnified Person's appearing and preparing to appear as such a witness, including the reasonable fees and disbursements of one common counsel for all Indemnified Persons. Each Credit Agreement Loan Party agrees that, without the prior written consent of the Administrative Agent, the Arranger and the Required Lenders, no Loan Party will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 11.4 (whether or not any Indemnified Person is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release reasonably satisfactory to the Administrative Agent, the Arranger and the Required Lenders of each Indemnified Person from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and does not involve any payment of money or other value by any Indemnified Person or any injunctive relief or factual findings or stipulations binding on any Indemnified Person. No Indemnified Person shall settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding without the prior written consent of the Borrowers, which consent shall not be unreasonably withheld or delayed.