Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities Facility and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit FacilitiesFacility), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with its due diligence and the syndication financial analysis of the Credit Facilities and Borrower, the preparation and administration of this Agreement and the other Loan Documents or in connection with Documents, any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, each case the fees, charges and disbursements of any counsel, accountants, financial advisers and other counsel for experts engaged by the Administrative Agent, Lender (including the Collateral Agent or any Lenderallocated fees of in-house counsel). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing its Representatives (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, with or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)) or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned, leased, operated or used by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, 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. (ed) The provisions of this Section 9.05 8.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditCommitment, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing BankLender. All amounts due under this Section 9.05 8.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Holdings and the Borrower agrees shall upon demand pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Arranger, the Syndication Agent, any Co-Documentation Agent and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for any of the foregoing (limited to pay one single firm of local counsel in each relevant jurisdiction), in connection with the structuring, arrangement and syndication of the credit facilities provided for herein, as well as the preparation, negotiation, execution, delivery and administration of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuer in connection with the Issuance of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentArranger, any Issuer or any Lender, including the Issuing Bank reasonable and the Swingline Lender documented fees, charges and disbursements of any counsel (limited to one single firm of local counsel in connection with the syndication each relevant jurisdiction), for any of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendmentsforegoing, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Agreement and the other Loan Documents Section, or in connection with the Loans made or Letters of Credit issued Issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) Holdings and the Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Issuer, the Syndication Agent, each Co-Documentation Agent and each Arranger and each Related Party of any of the foregoing (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all claims, damages, losses, liabilities, penalties and related expenses, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, one firm of counsel for the Administrative Agent and the Collateral Agentall such Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in connection with each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)) of any such enforcement or protectionIndemnitee, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, connection with or as a result of (i) the execution or structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement Agreement, the other Loan Documents or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto to this Agreement or the other Loan Documents of their respective obligations hereunder or thereunder or the consummation of the Transactions and the or any other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuer to honor a demand for payment under a Letter of Credit if the Loans or issuance documents presented in connection with such demand do not strictly comply with the terms of Letters such Letter of Credit), or (iii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Holdings, the Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliatesthereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnitee, (B) result from a claim brought by Holdings, the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document if Holdings, the Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (yC) result from the release of Hazardous Materials a proceeding that does not involve an act or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns omission by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act byHoldings, the Borrower or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent or any Arranger in its Subsidiariescapacity or in fulfilling its roles as an agent or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. (c) To the extent that Holdings and the Borrower fails fail to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender them under paragraph (a) or (b) of this SectionSection to the Administrative Agent (or any sub-agent thereof), any Issuer or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative AgentAgent (or any such sub-agent), the Collateral Agent, the Issuing Bank such Issuer or the Swingline Lendersuch Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lender such sub-agent) or such Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Issuer in connection with such capacity. For purposes hereofof this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate aggregate Revolving Credit Exposure, outstanding Term Loans Outstandings and unused Commitments Commitments, in each case at that time (or most recently outstanding and in effect). The obligations of the timeLenders under this paragraph are subject to the first sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph). (d) To the fullest extent permitted by applicable law, neither Holdings nor the Borrower shall not assert, or permit any of their respective 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), except to the extent such damages are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from bad faith, willful misconduct or gross negligence 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 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. (e) The provisions of this Section 9.05 and any other indemnification or other protection provided to any Indemnitee pursuant to this Agreement shall (i) remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any in full of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditSecured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or Issuer, and (ii) inure to the Issuing Bankbenefit of any Person that was at the time such claim arose an Indemnitee under this Agreement or any other Loan Document. The Administrative Agent, each Lender and each Issuer agrees to use commercially reasonable efforts to promptly notify the Borrower of any claims for indemnification or other protection under this Section 9.05; provided, however, that any failure by such Person to deliver any such notice shall not relieve Holdings or the Borrower from its obligations under this Section 9.05. All amounts due under this Section 9.05 shall be payable on written demand therefor, but shall be subject to the requirements of reasonableness and documentation, if applicable, as set forth herein.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilitiescredit facilities provided for herein), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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 Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agents in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents Documents, or by the Agents in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the reasonable fees, disbursements and the charges for one local counsel in the State of California) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender Party in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Shearman & Xxxxx Sterling LLP, counsel for the Administrative Agent, the Arrangers, the Lenders and the Issuing Banks, and counsel for the Collateral Agent and the Collateral Depositary Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel (including the reasonable and documented allocated costs of internal counsel) for the Administrative Agent, the Collateral Agent Arrangers or any Lender Party (but no more than one such counsel for each Lender). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentArrangers, each Lender, the Issuing Bank Lender Party and each Related Party of any of the foregoing personstheir respective directors, their successors trustees, officers, employees, affiliates, investment advisors and assigns and members of each of the foregoing agents (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by other than claims solely as between the Borrower, any other Loan Party or any of their respective AffiliatesLender Parties); 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 found in a court of competent jurisdiction by final and nonappealeble judgment non-appealable judicial decision to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim to the extent related in any way to the Obligor Parties, Projects or Sites, (B) any violation of or liability under any Environmental Law by any Obligor Party or otherwise occurring or existing at any Project or Site, or (C) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, in, under, on, to or from any Real Property, any property owned, leased or operated by any predecessor of the Obligor Parties, or, to the extent related in any way to the Obligor Parties, any property at which the Obligor Parties have sent Hazardous Materials for treatment, storage or disposal; 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 found in a final and non-appealable judicial decision to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To Related Parties. Without limiting the extent that the Borrower fails foregoing, and to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall agrees not assert, to assert and hereby waiveswaives all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any claim of them might have by statute or otherwise 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) . The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing BankParty. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. This Section 9.05(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) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided that such counsel shall be reasonably satisfactory to each such

Expenses; Indemnity. (a) The Borrower agrees to shall pay all reasonable and documented out-of-pocket expenses reasonably incurred by the Administrative Agent, the Collateral Agent, Agent and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof thereof) (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred during the continuance of a Default by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender; provided, however, that the Borrower shall not be required to pay for separate counsel for the Administrative Agent and the Collateral Agent. (b) The Borrower agrees to shall indemnify the Administrative Agent, the Collateral Agent, each Lender, Lender and the Issuing Bank and Bank, each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions 124 contemplated thereby (including excluding, in the syndication case of each Indemnitee other than Chemical Bank and its Affiliates, legal expenses incurred prior to the Credit Facilitiesdate of this Agreement), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrower or any Subsidiary, or any Environmental Claim related in any way to the Borrower or the Subsidiaries or (v) in the case of the Administrative Agent, its Affiliates and each of their respective Affiliatesdirectors, officers, employees and agents, any claims by any Lender arising out of any exercise or attempted exercise by the Borrower of rights under Section 9.06(b); 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee (limited, in the case of clause (v) above, to gross negligence or (ywilful misconduct in determining whether any notice under Section 9.06(b) result from on its face meets the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariesrequirements thereof). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay all reasonable and documented out-of-pocket expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Swingline Lender Banc of America Securities LLC in connection with the syndication of the Credit Facilities and credit facility provided for herein, the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof hereof, (ii) incurred by the LC Issuer in connection with the issuance, amendment, renewal or thereof extension of any Letter of Credit or any demand for payment thereunder or (whether or not the transactions hereby or thereby contemplated shall be consummatediii) or incurred by the Administrative Agent, the Collateral Agent LC Issuer or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or under any Local Currency Addendum or Letters of Credit issued hereunder, in each case including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, andor, in connection with any such the case of enforcement or protectioncosts and documentary taxes, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLenders. (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Collateral Agent, each Lender, each of their Affiliates and the Issuing Bank directors, officers, employees and each Related Party of any of the foregoing persons, their successors and assigns and members of each agents of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), by this Agreement; (ii) the use of the proceeds of the Loans or issuance of and Letters of Credit (including any refusal by the LC Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, ); or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated commenced by a third party or by the a Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final judgment of a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration termination of any of the Commitments, the expiration Letters of Credit or reimbursement of any Letter of CreditLC Disbursement, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, LC Issuer or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property currently or formerly owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to 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 Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 9.5 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 9.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Fried Xxxxx Xxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other one local counsel for the Administrative Agent, the Collateral Agent or any LenderLender in each appropriate jurisdiction. (b) The Except with respect to Taxes (other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), the Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this SectionSection 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, Agent such LenderXxxxxx’s pro rata share Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to promptly pay all reasonable and documented out-of-pocket costs and expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the Administrative AgentAgents, the Collateral Agent, Swingline Lender and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the perfection and maintenance of the Liens securing the Collateral or in connection with any action, suit or other proceeding affecting the Collateral or any part thereof commenced, in which action, suit or proceeding the Administrative Agent is made a party or participates or in which the right to use the Collateral or any part thereof is threatened, or in which it becomes necessary in the reasonable judgment of the Administrative Agent to defend or uphold the Liens granted by the Security Documents (including, without limitation, any action, suit or proceeding to establish or uphold the compliance of the Collateral with any Requirements of Law) or in connection with any amendments, modifications consents, enforcement costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Agents or any Lender in connection with the enforcement or protection of its of, or any rights in connection with with, this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderhereunder and the collection of the Obligations (including in connection with any work-out or restructuring of the Obligations), including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and any auditors, accountants, consultants, appraisers or other advisors and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agents or any Lender. (b) The Borrower agrees Loan Parties agree, jointly and severally, to indemnify the Administrative Agent, the Collateral AgentAgents, each Lender, the Issuing Bank and the Swingline Lender, each Related Party Affiliate of any of the foregoing persons and each of their respective partners, controlling persons, their successors directors, officers, trustees, employees and assigns and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all reasonable and documented losses, claims, damages, liabilities liabilities, penalties, judgments, suits and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution execution, delivery, performance, administration or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation enforcement of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)Loan Documents, (ii) the any actual or proposed use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release or threatened Release of whether such matter is initiated Hazardous Materials, on, at, under or from any property owned, leased or operated by a third party or by the Borrowerany Company, any other Loan Party or any of their respective Affiliates)Environmental Claim related in any way to any Company; 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 nonappealeble nonappealable judgment to have resulted solely from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans or Reimbursement Obligations, the release of all or a portion of any Collateral, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agents, the Issuing Bank or any Lender. All amounts due under this Section 11.03 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (d) To the extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent, the Collateral AgentAgents, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this SectionSection 11.03, each Lender severally agrees to pay to the Administrative Agent, the Collateral AgentAgents, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any of the Administrative Agent, the Collateral AgentAgents, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the Aggregate total Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the or any other Loan Documents Document or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) thereof, or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the or any other Loan Documents Document or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, andor, in connection with any such the case of enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLenders. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentLenders, each LenderAffiliates, the Issuing Bank and each Related Party of any of the foregoing personstheir respective directors, their successors officers, employees and assigns and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Holdings and the Borrower agrees agree, jointly and severally, to pay all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arranger, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent Arranger, 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 or in connection with the Loans made or Letters of Credit issued hereunder, including in each case the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges reasonable fees and disbursements of any other counsel for the Administrative Agent or the Collateral Agent and one other transaction counsel acting on behalf of the Syndication Agent, each Documentation Agent, the Collateral Agent Arranger, the Issuing Bank and the Lenders, together with any other local and special counsel reasonably required in connection with such enforcement or any Lenderprotection. (b) The Holdings and the Borrower agrees agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arranger, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related costs and expenses, including reasonable counsel feesfees and disbursements, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereunder or thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated Hazardous Materials on any property owned or operated by a third party or by Holdings, the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or any of the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from primarily the gross negligence negligence, willful misconduct or wilful misconduct bad faith of such Indemnitee (and, upon any such determination, any indemnification payments with respect to such losses, claims, damages, liabilities or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after related costs and expenses previously received by such property has been transferred to any Indemnitees or its successor or assigns Indemnitee shall be promptly reimbursed by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariessuch Indemnitee). (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arranger, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arranger, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arranger, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions or the other transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arranger, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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 Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Collateral Agent, Agents and the Issuing Bank and the Swingline Lender Banks in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative AgentAgents, the Collateral 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 or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPMoorx, xxunsel for the Administrative Agent, and Lang Michxxxx, Xxnadian counsel for the Canadian Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative AgentAgents, the Collateral Agent Agents or any Lender. (b) The Borrower agrees Borrowers agree, jointly and severally, to indemnify the Administrative AgentAgents, the Collateral AgentAgents, each Lender, the each Issuing Bank and each the Related Party Parties of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements but excluding any 101 95 such loss, claim, damage, liability or expense resulting from a claim or proceeding brought by a Lender against any other Lender (other than any Agent in its capacity as such), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated Hazardous Materials on any property owned or operated by a third party or by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to a Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred or, with respect to any Indemnitees or its successor or assigns by foreclosureEnvironmental Liability, deed-in-lieu of foreclosure or similar transfer except to the extent such Indemnitee, after foreclosure or other remedial action, has caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariessuch Environmental Liability. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent, the Collateral Agent, the an Agent or an Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the such Agent or Issuing Bank or the Swingline LenderBank, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the such Agent or Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the Aggregate Revolving aggregate amount of the Credit Exposure, outstanding Term Loans Exposures and unused Commitments Total Commitment at the time. (d) To the extent permitted by applicable law, the neither 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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative any Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower Alcoa agrees to pay or cause one or more other Borrowers to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protectionenforcement, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. Alcoa further agrees to indemnify or cause one or more other Borrowers to indemnify the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower Alcoa agrees to indemnify or cause one or more other Borrowers to indemnify the Administrative Agent, the Collateral Agentits Affiliates, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing personstheir respective directors, their successors officers, employees and assigns and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold or cause one or more other Borrowers to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated therebyhereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee Indemnitee. The Administrative Agent and each Lender agrees to promptly notify Alcoa of any claims relating to clauses (i), (ii) or (yiii) result from of the release of Hazardous Materials or a violation of Environmental Laws next preceding sentence; provided, however, that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or deliver any of such notice shall not relieve Alcoa from its Subsidiariesobligations under this paragraph (b). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Agent or the Issuing BankLender. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Syndication Agent, the Issuing Bank Collateral Agent and the Swingline Lender Issuing Banks in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Syndication Agent, the Collateral Agent Agent, an 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 or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPXxxxx, counsel for the Administrative Agent, the Syndication Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Syndication Agent, the Collateral Agent Agent, an Issuing Bank or any Lender. (b) The Borrower agrees Borrowers agree, jointly and severally, to indemnify the Administrative Agent, the Syndication Agent, the Collateral Agent, each Lenderco- agent, the Issuing Bank each Lender and each Related Party Issuing Bank, each Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrowers or any of their respective Affiliates)the Subsidiaries, or any Environmental Claim related in any way to the Borrowers or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Syndication Agent, the Collateral Agent, any Lender or the either Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, as applicable, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPand Linklaters & Paines, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence, Release or threat of whether such matter is initiated by a third party or by the BorrowerRelease of Hazardous Materials on any Properties, any other Loan Party or any of their respective Affiliates)Environmental Claim related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Parent agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of one counsel in each relevant jurisdiction (and any other counsel such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for the Administrative Agent, the Collateral Agent or any Lenderand the Lenders. (b) The Borrower agrees and Parent agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented actual losses, claims, damages, liabilities liabilities, penalties and related reasonable out-of-pocket expenses, including reasonable counsel fees, charges and disbursements of one counsel in each relevant jurisdiction (and any such additional counsel, if necessary, as a result of actual or potential conflicts of interest) for all Indemnitees, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Parent and the Borrower fails fail to pay any amount required to be paid by it them to 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 Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, neither Parent nor the Borrower nor any Indemnitee shall not assert, and each hereby waives, any claim against any IndemniteeIndemnitee or Parent and the Borrower and each of their respective Affiliates, as applicable, 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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on payable, within 30 days of written demand therefortherefor with a reasonably detailed summary of the amounts claimed.

Expenses; Indemnity. (a) The Borrower agrees Borrowers jointly and severally agree to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent any Lender, any Swing Line Bank or any Lender Fronting Bank in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or and the Letters of Credit issued hereunderissued, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine Sxxxxxx Xxxxxxx & Xxxxx Bxxxxxxx LLP, special counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such amendment, modification or waiver made in connection with any such enforcement or protection, the fees, charges fees and disbursements of any other counsel for the Administrative Agent, the Collateral Agent any Lender or any LenderFronting Bank. The Borrowers further agree jointly and severally that they shall indemnify the Lenders, the Swing Line Banks and the Fronting Banks from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement, any of the other Loan Documents or any Letters of Credit. (b) The Each Borrower agrees to will indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing each Swing Line Bank, each Fronting Bank and each Related Party of any of the foregoing personsdirectors, their successors officers, employees and assigns and members agents of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery by such Borrower of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby and thereby, (ii) the use of the proceeds of the Loans by such Borrower or issuance of the Letters of Credit, Credit issued on behalf of Weyerhaeuser or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with Weyerhaeuser with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by Weyerhaeuser may be used. Settlement of any claim or litigation involving any material indemnified amount will require the Borrower fails to pay any amount required approval of Weyerhaeuser (not to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the timeunreasonably withheld). (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansLoans or L/C Disbursements, the expiration of the Commitments, the expiration termination of any Letter Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agentany Lender, any Lender Swing Line Bank or the Issuing any Fronting Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to shall pay all reasonable and documented out-of-pocket expenses reasonably incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred during the continuance of a Default by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx LLPXxxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any such other special counsel for the Administrative Agent, Agent as the Collateral Administrative Agent or any Lendermay deem necessary. (b) The Borrower agrees to shall indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “Indemnitee”"indemnitee") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including excluding, in the syndication case of each Indemnitee other than SocGen and its Affiliates, legal expenses incurred prior to the Credit Facilitiesdate of this Agreement), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)Subsidiary, or any Environmental Claim related in any way to the Borrower or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.5 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 10.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Each Pledgor will upon demand pay to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentAgent the amount of any and all costs and expenses, including the Issuing Bank fees and expenses of its counsel and the Swingline Lender fees and expenses of any experts and agents which the Collateral Agent may incur in connection with (i) any action, suit or other proceeding affecting the syndication Pledged Collateral or any part thereof commenced, in which action, suit or proceeding the Collateral Agent is made a party or participates or in which the right to use the Pledged Collateral or any part thereof is threatened, or in which it becomes necessary in the judgment of the Credit Facilities and Collateral Agent to defend or uphold the preparation Lien hereof (including, without limitation, any action, suit or proceeding to establish or uphold the compliance of the Pledged Collateral with any requirements of any Governmental Authority or law), (ii) the collection of the Secured Obligations, (iii) the enforcement and administration of this Agreement and hereof, (iv) the custody or preservation of, or the sale of, collection from, or other Loan Documents or in connection with realization upon, any amendments, modifications or waivers of the provisions hereof Pledged Collateral, (v) the exercise or thereof (whether or not enforcement of any of the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, rights of the Collateral Agent or any Lender in connection with Secured Party hereunder or (vi) the enforcement failure by any Pledgor to perform or protection observe any of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, provisions hereof. All amounts expended by the Collateral Agent or and payable by any LenderPledgor under this Section 11.3 shall be due upon demand therefor (together with interest thereon accruing at the highest rate then in effect under the Credit Agreement during the period from and including the date on which such funds were so expended to the date of repayment) and shall be part of the Secured Obligations. (b) The Borrower agrees Pledgors agree, jointly and severally, to indemnify the Administrative Collateral Agent, the Collateral Administrative Agent, each Lender, the Issuing Bank and the Swingline Lender, each Related Party Affiliate of any of the foregoing persons, their successors Persons and assigns and members of each of the foregoing their respective directors, officers, trustees, employees and agents (each such person Person being called an “Indemnitee”) ), against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges charges, expenses and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) this Agreement, the execution or delivery of this Agreement or Credit Agreement, any other Loan Document or any agreement or instrument contemplated therebyother document evidencing the Secured Obligations (including, without limitation, any misrepresentation by any Pledgor in this Agreement, the performance by the parties thereto of their respective obligations thereunder Credit Agreement, other Loan Document or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliatesdocument evidencing the Secured Obligations); 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct or bad faith of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 11.3 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative AgentAgents, the Collateral Agent, Issuing Bank or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 11.3 shall be payable on promptly (but in any event no more than 10 days following) upon written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities liabilities, penalties and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee (other than Taxes, Other Taxes or amounts that would be Other Taxes if imposed by the United States of America or any political subdivision thereof) arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment (a “Final Judgment”) to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result arise from any legal proceedings commenced against any Lender by any other Lender (other than legal proceedings against the release of Hazardous Materials Administrative Agent or the Issuing Bank in its capacity as such) or in which a violation of Environmental Laws that first occurs at a particular owned real property after Final Judgment is rendered in the Borrower’s favor against such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability liability, penalty or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on not later than 15 days after written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agents and the Swingline Lender Arrangers in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Agents and (ii) or to pay all out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent either Arranger or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx LLPXxxxxxxx, counsel for the Administrative Agent and the Collateral AgentAgents, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel (including the allocated charges of in-house counsel) for the Administrative Agent, the Collateral any Agent or any Lender. The Borrower shall not be obligated to reimburse out-of-pocket legal expenses pursuant to the preceding sentence for more than one law firm for the Agents incurred in connection with the preparation of this Agreement or in connection with any particular amendment, modification or waiver of the provisions hereof. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral each Agent, each Arranger and each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees, advisors and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted result from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Agent or the Issuing Bankany Lender. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Whether or not the transactions contemplated hereby are consummated, each of the Borrower and the Guarantor, jointly and severally, agrees to pay or reimburse: (i) the Collateral Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred by (including the Administrative Agentreasonable and duly documented fees and expenses of legal counsel and printing, reproduction, document delivery, communication and travel costs) in connection with: (A) the negotiation, preparation, execution and delivery of this Agreement, the Collateral AgentAccount Control Agreement and any related documents and (B) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement, the Issuing Bank Account Control Agreement or any other such document (whether or not consummated) and (ii) the Swingline Lender in connection with the syndication Collateral Agent and each of the Credit Facilities Secured Parties for all of their reasonable and documented out-of-pocket costs and expenses (including the preparation reasonable and administration duly documented fees and expenses of this Agreement and the other Loan Documents or legal counsel) in connection with any amendments, modifications enforcement or waivers collection proceedings resulting from any Acceleration Event. (b) Each of the provisions hereof Borrower and the Guarantor hereby jointly and severally agrees to indemnify each Secured Party and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or reasonable expenses incurred by the Administrative Agentany of them arising out of or by reason of any investigation, the Collateral Agent litigation, arbitration or other proceeding (including any Lender in connection with the enforcement threatened investigation, litigation, arbitration or protection of its rights in connection with other proceeding) relating to this Agreement and and/or the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderAccount Control Agreement, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, legal counsel for the Administrative Agent and the Collateral Agent, and, incurred in connection with any such enforcement litigation or protectionother proceedings (but excluding any such losses, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented lossesliabilities, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements damages or expenses incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation reason of the Transactions and the other transactions contemplated thereby (including the syndication negligence or willful misconduct of the Credit Facilities)Person to be indemnified, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated as determined by a third party or by the Borrowerfinal, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined nonappealable judgment by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred jurisdiction). In no event shall any Secured Party be liable to any Indemnitees Person for any punitive or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to consequential damages in connection with the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariestransactions contemplated hereby. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or undertaking in clause (b) may be unenforceable because it is violative of this Sectionany Applicable Law or public policy, each Lender severally agrees the Borrower and the Guarantor shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and satisfaction of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the timeundertaking. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due payable or indemnifiable under this Section 9.05 shall be secured by the Collateral and shall be immediately due and payable on written demand therefordemand.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and its Affiliates in connection with the Collateral Agent, the Issuing Bank preparation of this Agreement and the Swingline Lender other Loan Documents, or by the Administrative Agent in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrowers and the other Loan Documents reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx Sidley Austin LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel (including the reasonable and documented allocated costs of internal counsel for the Administrative Agent, the Collateral Agent Issuing Bank or any Lender). (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Collateral AgentIssuing Bank, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing personstheir respective directors, their successors trustees, officers, employees, investment advisors and assigns and members of each of the foregoing agents (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from Indemnitee. Subject to and without limiting the release generality of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act byforegoing sentence, the Borrower Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agentconsultant fees, the Collateral Agentcharges and disbursements, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) Indemnitee arising out of, in connection any way connected with, or as a result of, this Agreement of (A) any Environmental Claim related in any way to the Company or any agreement of its Subsidiaries, or instrument contemplated hereby(B) any actual or alleged presence, the TransactionsRelease or threatened Release of Hazardous Materials, regardless of when occurring, at, under, on or from any Property, any Loan property owned, leased or Letter of Credit or the use operated by any predecessor of the proceeds thereof. (e) Company or any of its Subsidiaries, or any property at which the Company or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Issuing Bank or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any Borrower’s failure to pay any such amount shall not relieve any Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor. (f) This Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, each of the Issuing Bank Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent, the Collateral Agent and the Swingline Lender Arrangers (and appropriate foreign and local counsel in applicable foreign and local jurisdictions, but limited to one local counsel in each such jurisdiction), in connection with the syndication of the Credit Facilities Loans and Commitments provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby contemplated shall be consummated), (ii) or all reasonable out of pocket expenses incurred by each Issuer 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 any of the Arrangers, the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and (including its rights under this Section), the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereundermade, including the all such reasonable and documented feesout-of-pocket expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agentsuch Loans, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Agent, any of the Arrangers or any Lender; provided that in the absence of conflicts, reimbursement of legal fees and expenses shall be limited to reasonable fees, charges and disbursements of one counsel for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (which counsel shall be designated by the Administrative Agent) (and any appropriate foreign and local counsel in applicable foreign and local jurisdictions). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Co-Syndication Agents, the Documentation Agent, each of the Arrangers, each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors Persons and assigns and members of each of the foregoing their respective Related Parties (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable out-of-pocket counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or execution, delivery and enforcement of this Agreement or any other Loan Document or the Commitment Letter, Engagement Letter or Fee Letter or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations thereunder hereunder or thereunder, the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iii) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials at, on, under or from any property owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability or Environmental Claim related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xA) are determined by a final judgment of a court of competent jurisdiction by final and nonappealeble judgment to have resulted arisen by reason of the Indemnitee’s gross negligence, bad faith or willful misconduct or(B) arise from the gross negligence any action solely among Indemnitees, other than any such actions that arise from an act or wilful misconduct an omission of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any Subsidiary (and provided that withstanding the foregoing provisions of its Subsidiariesthis clause (B), the Administrative Agent, Collateral Agent, Issuer and Swing Line Lender, each acting in such capacity, shall in any event be indemnified subject to the other limitations set forth in this Section); and provided, further, that in the absence of conflicts, reimbursement of reasonable legal fees, charges and disbursements in respect of any matter for which indemnification is sought shall be limited to reasonable fees, charges and disbursements of one counsel for all such Indemnitees (which counsel shall be designated by the Administrative Agent) (and any appropriate foreign and local counsel in applicable foreign and local jurisdictions). (c) To the extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative any Agent, the Collateral Agent, the Issuing Bank any Issuer or the Swingline Swing Line Lender under paragraph (a) or (b) of this Section, each Revolving Credit Lender and Term Lender severally agrees to pay to the Administrative such Agent, the Collateral Agent, the Issuing Bank Issuer or the Swingline Swing Line Lender, as the case may be, such Revolving Credit Lender or Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (other than syndication expenses); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative applicable Agent, the Collateral Agent, the Issuing Bank Issuer or the Swingline Swing Line Lender in its capacity as such. For purposes hereof, a Revolving Credit Lender or Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, total outstanding Term Loans and unused Revolving Credit Commitments (or if the Aggregate Commitments have terminated, Revolving Credit Exposure) at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, and no Indemnitee shall assert, and each Indemnitee hereby waives, any claim against the Borrower 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 other agreement or instrument contemplated hereby, the Transactions, transactions contemplated hereby or any Loan or Letter of Credit or the use of the proceeds thereof; provided that notwithstanding the foregoing, to the extent required by Section 9.05(b), the Borrower shall not be required to indemnify each Indemnitee for any special, indirect, consequential or punitive damages of Persons other than any Indemnitee. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter Commitments and Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, an Issuer or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand (together with customary backup documentation supporting such reimbursement request) therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agents in connection with the Collateral Agent, the Issuing Bank preparation of this Agreement and the Swingline Lender other Financing Documents, or by the Agents in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement and the other Loan Financing Documents (including reasonable and documented out-of-pocket expenses incurred in connection with any action taken by any Agent to render fully valid and enforceable under any applicable laws, rights, liens and priorities of the Secured Parties with respect to Collateral), or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender Secured Party in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Financing Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Administrative Agent and the Arrangers, New York counsel for the Collateral Agent, and any local counsel for the Arrangers that have been approved by the Borrower, if applicable, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent Arrangers or any LenderSecured Party (but no more than one such counsel for all Secured Parties). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentArrangers, each Lender, the Issuing Bank Secured Party and each Related Party of any of the foregoing personstheir respective directors, their successors trustees, officers, employees, investment advisors and assigns and members of each of the foregoing agents (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable and documented outside counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, (and regardless iv) any Environmental Claim to the extent related in any way to the Borrower, or (v) any actual or alleged presence, Release or threatened Release of whether such matter is initiated Hazardous Materials at, under, on or from any Real Property, any property owned, leased or operated by a third party or by any predecessor of the Borrower, or, to the extent related in any way to the Borrower, any other Loan Party property at which the Borrower has sent Hazardous Materials for treatment, storage or any of their respective Affiliates)disposal; 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 nonappealeble judgment to have resulted result primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline LenderIndemnitee, as determined by the case may be, such Lender’s pro rata share (determined as final non-appealable judgment of the time that the applicable unreimbursed expense or indemnity payment is sought) a court of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as suchcompetent jurisdiction. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Financing Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing BankSecured Party. All amounts due under this Section 9.05 shall be payable on within 30 days following written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Without limiting or reducing the Borrower’s Obligations, each Lender agrees (i) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder, or if its Commitments shall have expired or been terminated, based on the respective principal amounts of its applicable outstanding Loans or participations in L/C Disbursements, as applicable) of any reasonable expenses incurred for the benefit of the Lenders by the Agents, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower, and (ii) to indemnify and hold harmless each Agent and any of its Related Parties, on demand, in the amount of such pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Financing Document or any action taken or omitted by it or any of them under this Agreement or any other Financing Document, to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Agent or any of its Related Parties. (d) No Indemnitee shall be liable for, and the Borrower hereby agrees not to assert any claim against any Indemnitee, on any theory of liability, for consequential, incidental, indirect, punitive or special damages arising out of or otherwise relating to the Financing Documents, the Transactions, any of the transactions contemplated in the Financing Documents or the actual or proposed use of the proceeds of the Loans and the L/C Disbursements.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Agent and each Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the each Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release or threat of Release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the or any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the or such Issuing Bank or the Swingline LenderBank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the or such Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the timetime (in each case, determined as if no Lender were a Defaulting Lender). (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, as applicable, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party Issuing Bank, each Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence, Release or threat of whether such matter is initiated by a third party or by the BorrowerRelease of Hazardous Materials on any Properties, any other Loan Party or any of their respective Affiliates)Environmental Claim related in any way to any Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the an Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses reasonably incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent 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 or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter any claim or proceeding is initiated brought by a third party or by the Borrower, any other Loan Party Borrower or any of their respective its Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that (i) 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or and (yii) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower shall not be required to indemnify any Indemnitee for any amount paid or payable by such Indemnitee in the settlement of any action, proceeding or investigation without the prior written consent of its Subsidiariesthe Borrower, which consent shall not be unreasonably withheld or delayed. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansLoans and L/C Disbursements, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers (requested by or for the benefit of the Borrower) of the provisions hereof or thereof hereof, and (whether or not the transactions hereby or thereby contemplated shall be consummatedii) or all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with under this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderAgreement. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing personsLenders, their successors affiliates, and assigns the respective directors, officers, employees and members agents of each of the foregoing such persons (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out ofof any claim, in any way connected withlitigation, investigation or as a result of proceeding relating to (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), hereby or (ii) the use by the Borrower of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)Loans; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release breach of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) obligations of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Indemnitee set forth in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers agree upon demand to pay pay, or reimburse the Administrative Agent, the Syndication Agent and each of the Arrangers for all of each such person’s reasonable and documented out-of-pocket costs and expenses incurred by of every type and nature (including the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, the Collateral AgentWeil, the Issuing Bank Gotshal & Xxxxxx LLP) and the Swingline Lender for documentary taxes and other charges incurred by each such person in connection with the syndication any of the Credit Facilities and following: (i) the preparation and Administrative Agent’s negotiation or execution of any Loan Document, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including the satisfaction or attempted satisfaction of any condition set forth in Article IV), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the ongoing administration of this Agreement and the other Loan Documents or Loans, including consultation with attorneys in connection therewith and with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by respect to the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its ’s rights in connection with this Agreement and responsibilities hereunder and under the other Loan Documents Documents, (iv) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (v) the commencement, defense or intervention in connection any court proceeding relating in any way to the Obligations, this Agreement or any other Loan Document, (vi) the response to, and preparation for, any subpoena or request for document production with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for which the Administrative Agent and is served or deposition or other proceeding in which the Collateral Agent, andAdministrative Agent is called to testify, in connection with any such enforcement or protectioneach case, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against any Indemnitee arising out of, relating in any way connected withto the Obligations, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or (vii) any agreement amendment, consent, waiver, assignment, restatement, or instrument contemplated therebysupplement to any Loan Document or the preparation, negotiation and execution of the performance same. (b) The Borrowers further agree to pay or reimburse the Administrative Agent and each of the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (which shall be limited to one primary counsel and one local counsel per each applicable jurisdiction), incurred by the parties thereto of their respective obligations thereunder Administrative Agent or the consummation such Lenders or Issuers in connection with any of the Transactions following: (i) in enforcing any Loan Document or Obligation or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding with respect to Alcoa or any other Borrower, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, any of the Borrowers’ respective Subsidiaries and related to or arising out of the other transactions contemplated thereby hereby or by any other Loan Document or (including the syndication of the Credit Facilitiesiv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above. (c) The Borrowers agree to hold harmless the Administrative Agent, each Lender, each Issuer, the Syndication Agent, each Arranger and each of their respective affiliates and each of their respective officers, directors, employees, agents, advisors, attorneys and representatives (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel (which shall be limited to one primary counsel and one local counsel per each applicable jurisdiction for the Administrative Agent, the Syndication Agent, any Lender or any Issuer, unless, in the reasonable opinion of the Administrative Agent, representation of all such Indemnitees would be inappropriate due to an actual or potential conflict of interest, in which case there shall be permitted one additional counsel for such affected Indemnitees)), joint or several, that may be incurred by or asserted or awarded against any Indemnitee (including in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in each case arising out of or in connection with or by reason of this Agreement, the other Loan Documents, or any actual or proposed use of the proceeds of the Loans or issuance of Letters of CreditFacility, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses (x) are determined expense is found in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or any of its officers, directors, employees or agents. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section applies, such indemnity shall be effective, whether or not such investigation, litigation or proceeding is brought by Alcoa, any other Borrower or any of their respective directors, security holders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated by this Agreement are consummated. No Indemnitee shall have any liability (ywhether in contract, tort or otherwise) result from to Alcoa, any other Borrower or any of their respective security holders or creditors for or in connection with the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns transactions contemplated by foreclosurethis Agreement, deed-in-lieu of foreclosure or similar transfer except to the extent caused bysuch liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or attributable to the actions of or failure to act bywillful misconduct. In no event, the Borrower or however, shall any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to Indemnitee be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, liable on any theory of liability, liability for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out ofincluding, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactionswithout limitation, any Loan loss of profits, business or Letter anticipated savings). Each Borrower hereby waives, releases and agrees (each for itself and on behalf of Credit its Subsidiaries) not to xxx upon any such claim for any special, indirect, consequential or the use of the proceeds thereofpunitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (ed) The provisions of this Section 9.05 10.05 and any other indemnification or other protection provided to any Indemnitee pursuant to this Agreement shall (i) remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any in full of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Administrative Agent or Lender, and (ii) inure to the benefit of any person that was at the time such claim arose an Indemnitee under this Agreement or any other Loan Document. The Administrative Agent, the Collateral Agenteach Lender and each Issuer agrees to use commercially reasonable efforts to promptly notify Alcoa of any claims for indemnification or other protection under this Section 10.05; provided, however, that any Lender failure by such person to deliver any such notice shall not relieve Alcoa or the Issuing Bankany other Borrower from its obligations under this Section 10.05. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor, but shall be subject to the requirements of reasonableness and documentation as set forth herein.

Expenses; Indemnity. (a) The Borrower Each Borrower, severally but not jointly, agrees to pay all reasonable and documented out-of-pocket expenses incurred (i) by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the reasonable fees and disbursements of counsel to the Administrative Agent, and (ii) by the Collateral Administrative Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit any Notes issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLenders. (b) The Borrower Each Borrower, severally but not jointly, agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Other Agents, the Arrangers and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower) other than such Indemnitee and its Related Parties arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds of the Loans or issuance of Letters of Credittherefrom, or (iii) any violation of, or noncompliance with, any Environmental Law, any actual or alleged presence or release of hazardous materials on or from any property owned or operated by such Borrower or any of its Subsidiaries, or any environmental liability related in any way to such 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 not any Indemnitee is a party thereto (and regardless of other theory, whether such matter is initiated brought by a third party or by the Borrower, such Borrower and regardless of whether any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release a claim brought by a Borrower against an Indemnitee for breach in bad faith of Hazardous Materials such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower has obtained a violation final and nonappealable judgment in its favor on such claim as determined by a court of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariescompetent jurisdiction. (c) The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any of the other Loan Documents, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 11.03 shall be payable on written demand therefor. (d) To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under Section 11.03(a) or 11.03(b) to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lender under paragraph (aany sub-agent thereof) or (b) any Related Party of this Sectionany of the foregoing, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lenderany such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the aggregate Extensions of Credit at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lender any such sub-agent) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share or against any Related Party of any of the sum of foregoing acting for the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the timeAdministrative Agent (or any such sub-agent) in connection with such capacity. (de) To the fullest extent permitted by applicable law, the no 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 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. (e. No Indemnitee referred to in Section 11.03(b) The provisions 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 Section 9.05 shall remain operative and in full force and effect regardless of Agreement or the expiration of the term of this Agreement, the consummation of other Loan Documents or the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity hereby or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand thereforthereby.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of entering into this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) hereof, or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, andor, in connection with any such the case of enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLenders. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentLenders, each LenderAffiliates, the Issuing Bank and each Related Party of any of the foregoing personstheir respective directors, their successors officers, employees and assigns and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred Indemnitee. The Borrower also agrees not to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, assert any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct against the Agent, any Lender, any of their Affiliates, or actual damages) any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of, in connection with, of or as a result of, otherwise relating to this Agreement or any agreement or instrument contemplated hereby, the TransactionsAgreement, any other Loan or Letter Document, any of Credit the transactions contemplated herein or the actual or proposed use of the proceeds thereofof the Loans. (ec) The provisions of this Section 9.05 8.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 8.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Lenders in connection with the syndication of the Credit Facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expensesexpenses (other than Excluded Taxes), including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the a Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by any Borrower or any of the Subsidiaries, or any Environmental Liability to the extent related in any way to any Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at claim brought by a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesSubsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such 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. (c) To the extent that Holdings and the Borrower fails Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Lenders under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline LenderLenders, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the such Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Domestic Revolving Credit Exposure, Aggregate Multicurrency Revolving Credit Exposure, Aggregate U.K. Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the neither Holdings nor any 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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities Facility and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent 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 or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property currently or formerly owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)Subsidiary, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it them to 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 Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities credit facilities provided for herein (if any) and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to defend, indemnify and hold harmless the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, with or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)Transactions, (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)its subsidiaries, or any Environmental Liability related in any way to the Borrower or its subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the timetime (or, if no Loans or Commitments shall then be outstanding or in effect, at the time Loans were most recently outstanding). (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to shall pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, including the Collateral Agentreasonable fees, charges and disbursements of a single counsel for the Issuing Bank Administrative Agent (and, if reasonably necessary, one regulatory counsel and one local counsel in each relevant jurisdiction and, solely in the Swingline Lender case of an actual or perceived conflict of interest, additional counsel for similarly affected persons), in connection with the syndication of the Credit Facilities and the preparation preparation, execution, delivery and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof and (whether or not the transactions hereby or thereby contemplated shall be consummatedii) or all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderLenders, including limited to the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, a single counsel for the Administrative Agent and the Collateral AgentLenders, taken as a whole (and, if reasonably necessary, one regulatory counsel and one local counsel in each relevant jurisdiction and, solely in the case of an actual or perceived conflict of interest, additional counsel for similarly affected persons), in connection with any such the enforcement of or protection, the fees, charges and disbursements exercise of any other counsel for the Administrative Agent, the Collateral Agent or any Lenderremedies in connection with this Agreement. (b) The Borrower agrees to shall indemnify the Administrative Agent, the Collateral Agent, Agent and each Lender, the Issuing Bank and each Related Party (other than the Borrower and any of its Subsidiaries) of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claimsliabilities, damages, liabilities costs and related expenses, including reasonable counsel the fees, charges and disbursements of a single counsel for all Indemnitees, taken as a whole, and, if reasonably necessary, a single local counsel and a single regulatory counsel to the Indemnitees in each relevant jurisdiction and, solely in the case of an actual or reasonably perceived conflict of interest, of a single additional counsel to the similarly affected Indemnitees, taken as a whole, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto hereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereunder, (ii) any Loan or the use of the proceeds of the Loans or issuance of Letters of Credittherefrom, or (iii) the Transactions, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned, leased 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 (v) 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, any Lender or any other Person and whether based on tort, contract or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto; provided, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claimsliabilities, damages, liabilities costs or related expenses have resulted from (xi) are the bad faith, gross negligence or willful misconduct of such Indemnitee, (ii) a material breach by such Indemnitee of its express funding obligations under this Agreement or (iii) disputes solely between and among the Indemnitees and not involving any act or omission by the Borrower or its Subsidiaries (excluding, in the case of this clause (iii), actions against the Administrative Agent or any other person in an agent role), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction by final and nonappealeble judgment jurisdiction. This Section 9.03(b) shall not apply with respect to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesTaxes. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, Agent such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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 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 Letter of Credit or the use of the proceeds thereof. ; provided that, nothing in this clause (ed) The provisions 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. 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 Section 9.05 shall remain operative and in full force and effect regardless of Agreement or the expiration of the term of this Agreement, the consummation of other Loan Documents or the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity hereby or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand thereforthereby.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, Agent or the Collateral Agent, Syndication Agent in connection with the Issuing Bank preparation of this Agreement and the Swingline Lender other Loan Documents, or by the Administrative Agent or the Syndication Agent in connection with the syndication of the Credit Facilities Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence, reasonable fees, disbursements and the preparation and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Syndication Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lendercounsel. (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Collateral AgentJoint Lead Arrangers, each LenderIssuing Bank, the Issuing Bank each Lender their respective Affiliates and each Related Party of any of the foregoing personstheir respective directors, their successors trustees, officers, employees and assigns and members of each of the foregoing agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (a) any claim or liability related in any way to Environmental Laws and Holdings, the U.S. Borrower or any of their Subsidiaries, or (b) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any property currently or formerly owned, leased or operated by any predecessor of Holdings, the U.S. Borrower or any of their Subsidiaries; 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 wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as suchRelated Parties. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.18, this Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agent, the Collateral Agent, the Issuing Bank Bank, Wachovia Capital Markets, LLC and the Swingline Lender their Affiliates in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents and the syndication of the facilities provided for herein or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) ), including without limitation, all costs related to electronic or internet distribution of information hereunder or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights (as such rights may relate to the Borrower or any Subsidiary) in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such “work-out” or any enforcement or protectionprotection of the rights of the Lenders or the Agent hereunder, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or and counsel for any Lender, including the allocated costs of in-house counsel. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, and the Issuing Bank and each Related Party of any of the foregoing personstheir respective directors, their successors officers, employees, agents and assigns and members of each of the foregoing Affiliates (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities liabilities, obligations, actions or causes of action brought by a third party, settlement payments and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred incurred, suffered, sustained or required to be paid by or asserted against any Indemnitee arising out ofby reason of or resulting from or in connection with any claim, litigation, investigation or proceeding (regardless of whether any Indemnitee is a party thereto) in any way connected with, or as a result of related to (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)Transactions, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit; provided, or (iii) any claimhowever, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from (i) the gross negligence or wilful willful misconduct of such Indemnitee or (yii) result the breach in bad faith by such Indemnitee of such Indemnitee’s obligations under any Loan Document. Promptly after receipt by an Indemnitee of notice of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought hereunder, such person shall notify the Borrower of such complaint or of the commencement of such action or proceeding, but failure so to notify the Borrower will relieve the Borrower from any liability which the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except Borrower may have hereunder only if and to the extent caused bythat such failure results in the forfeiture by the Borrower of substantial rights and defenses, and shall not in any event relieve the Borrower from any other obligation or attributable liability that the Borrower may have to any Indemnitee otherwise than under this Agreement. If the actions of Borrower so elects or failure to act byis requested by such Indemnitee, the Borrower shall assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnitee and the payment of the reasonable fees and disbursements of such counsel. In the event, however, such Indemnitee reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if the defendant in, or targets of, any such action or proceeding include both the Indemnitee and the Borrower, and such Indemnitee reasonably concludes that there may be legal defenses available to it or other Indemnitees that are different from or in addition to those available to the Borrower or if the Borrower fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such Indemnitee, in either case in a timely manner, then the Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Borrower shall pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which the Borrower assumes, the Indemnitee shall have the right to participate in such litigation and to retain its Subsidiariesown counsel at the Indemnitee’s own expense. The Borrower further agrees that it shall not, without the prior written consent of the Indemnitee, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not an Indemnitee is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes (i) an unconditional release of each Indemnitee hereunder from all liability arising out of such claim, action, suit or proceeding or (ii) a covenant not to xxx each Indemnitee, or another similar alternative which is consented to by each Indemnitee party to such claim, action, suit or proceeding, which covenant not to xxx or other approved alternative has the effect of an unconditional release of each Indemnitee hereunder from all liability arising out of such claim, action, suit or proceeding. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the any Issuing Bank. All amounts due under this Section 9.05 shall be payable on upon written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities Facility and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or or, during the existence of an Event of Default, any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit FacilitiesFacility), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns claim brought by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesSubsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other 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. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this SectionSection 9.05, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and its Affiliates in connection with the Collateral Agent, the Issuing Bank preparation of this Agreement and the Swingline Lender other Loan Documents, or by the Administrative Agent and its Affiliates in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent and its Affiliates or any Lender in connection with the enforcement or protection of its their rights in connection with with, or any workout or restructuring involving, this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxxx & Xxxxx Xxxxxx LLP, special counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel counsel; provided, that, absent any conflict of interest the Administrative Agent shall not be entitled to indemnification for the Administrative Agentfees, the Collateral Agent charges or any Lenderdisbursements of more than one counsel in each jurisdiction. (b) The Borrower agrees to indemnify the Administrative Agent, each Issuing Bank, the Collateral AgentSwingline Facility Lender, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees, charges and disbursements disbursements, including legal fees and settlement costs, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the use of the proceeds of the Loans or issuance the use of Letters any Revolving Letter of Credit, Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, Borrower’s Subsidiaries or any Indemnitee initiated or is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined in a final nonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Event or Environmental Claim to the extent related in any way to the Borrower or any of its Subsidiaries or any other Loan Party, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials (1) at, under, on or from any real property currently owned, leased or operated by the Borrower or any of its Subsidiaries or any other Loan Party, or (2) to the extent such presence, Release or threatened Release arose from the operations of Borrower or any of its Subsidiaries or any other Loan Party, or any predecessor of any Loan Party at, under, on or from any real property, (x) formerly owned, leased or operated by Borrower or any of its Subsidiaries or any other Loan Party or any predecessor of any Loan Party, or (y) any property offsite the property of Borrower or any of its Subsidiaries or any other Loan Party or any predecessor of any Loan Party to which the Borrower or any of its Subsidiaries or any other Loan Party has sent Hazardous Materials for treatment, storage or disposal, 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 nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank Related Parties or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, would have arisen as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share Indemnitee regardless of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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 other Loan Document or instrument contemplated hereby, the Transactions, any Borrowings hereunder. In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or Letter punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of Credit any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the use 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 the proceeds thereof. (e) such Indemnitee as determined by a court of competent jurisdiction. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions Transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank, the Collateral Agent, any Swingline Facility Lender or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses (i) incurred by the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or (ii) incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx Moore LLP, counsel for the Administrative Agent and the Collateral AgentAgxxx, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding (whether or not any Indemnitee is a party thereto) relating to (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, Credit or (iii) any claim, litigation, investigation actual or proceeding relating to alleged presence or Release of Hazardous Materials on any property owned or operated by the Borrower or any of the foregoingSubsidiaries, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)Environmental Claim related in any way to the Borrower or the Subsidiaries; 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 nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release and provided further that no such Related Party of Hazardous Materials or any Lender that is a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except party to the extent caused by, underwriting agreement or attributable the engagement letter relating to the actions of IPO shall be entitled to make any claim relating to or failure based upon the IPO hereunder, any such claims to act by, the Borrower be made under such underwriting agreement or any of its Subsidiariesengagement letter. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline LenderBank, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, Agent or the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agents and the Swingline Lender Arrangers in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agents and (ii) or to pay all out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent either Arranger or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral AgentAgents, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral any Agent or any Lender. The Borrower shall not be obligated to reimburse out-of-pocket legal expenses pursuant to the preceding sentence for more than one law firm for the Agents incurred in connection with the preparation of this Agreement or in connection with any particular amendment, modification or waiver of the provisions hereof. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral each Agent, each Arranger and each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees, advisors and agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted result from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Agent or the Issuing Bankany Lender. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Joint Arrangers, the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Joint Arrangers, the Administrative Agent, the Collateral Agent or any Issuing Bank or Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLPXxxxxxxx, counsel for the Joint Arrangers, the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Joint Arrangers, the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Joint Arrangers, the Administrative Agent, the Collateral Agent, each LenderLender and Issuing Bank, the Issuing Bank Swingline Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, penalties, liabilities and related expenses, including reasonable outside counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, with or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective shareholders or Affiliates)) or (iv) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any property or facility presently or formerly owned, leased or operated by the Borrower or any of the Subsidiaries, or any Environmental Claim related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the such Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans Exposure and unused Commitments at the timetime (in each case, determined as if no Lender were a Defaulting Lender). (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expensesexpenses (other than Excluded Taxes), including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to 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 Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, Agent or the Collateral Agent, Syndication Agent in connection with the Issuing Bank preparation of this Agreement and the Swingline Lender other Loan Documents, or by the Administrative Agent or the Syndication Agent in connection with the syndication of the Credit Facilities Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence, reasonable fees, disbursements and the preparation and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Syndication Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lendercounsel. (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Collateral AgentJoint Lead Arrangers, each LenderIssuing Bank, the Issuing Bank each Lender their respective Affiliates and each Related Party of any of the foregoing personstheir respective directors, their successors trustees, officers, employees and assigns and members of each of the foregoing agents (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance the use of Letters any Letter of Credit, Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (except the allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (a) any claim or liability related in any way to Environmental Laws and Holdings, the U.S. Borrower or any of their Subsidiaries, or (b) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any property currently or formerly owned, leased or operated by any predecessor of Holdings, the U.S. Borrower or any of their Subsidiaries; 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 wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as suchRelated Parties. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or the Issuing Bankany Lender. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.18, this Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Agent or any Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the or any other Loan Documents Credit Document or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) thereof, or incurred by the Administrative Agent, the Collateral Agent or any Lender Bank in connection with the preparation of, or enforcement or protection of its their rights in connection with with, this Agreement and the or any other Loan Documents Credit Document or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, andor, in connection with any such the case of preparation, enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderBanks. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing personsBanks, their successors respective Affiliates, and assigns their respective directors, officers, employees and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Credit Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment termination or expiration of any of the Loans, the expiration of the Commitments, the expiration of any Letter Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing Bank. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property currently or formerly owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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 Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred (i) by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by ), including the reasonable fees and disbursements of counsel to the Administrative Agent, and (ii) by the Collateral Administrative Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit any Notes issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLenders. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Arranger and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) other than such Indemnitee and its Related Parties arising out of, in any way connected connection with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds of the Loans or issuance of Letters of Credittherefrom, or (iii) any violation of, or noncompliance with, any Environmental Law, 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 not any Indemnitee is a party thereto (and regardless of other theory, whether such matter is initiated brought by a third party or by the Borrower, Borrower and regardless of whether any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns claim brought by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of its Subsidiariescompetent jurisdiction. (c) The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any of the other Loan Documents, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 11.03 shall be payable on written demand therefor. (d) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 11.03(a) or 11.03(b) to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lender under paragraph (aany sub-agent thereof) or (b) any Related Party of this Sectionany of the foregoing, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lenderany such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the aggregate principal amount of all Loans outstanding at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank Agent (or the Swingline Lender any such sub-agent) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share or against any Related Party of any of the sum of foregoing acting for the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the timeAdministrative Agent (or any such sub-agent) in connection with such capacity. (de) To the fullest extent permitted by applicable law, 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 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. (e. No Indemnitee referred to in Section 11.03(b) The provisions 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 Section 9.05 shall remain operative and in full force and effect regardless of Agreement or the expiration of the term of this Agreement, the consummation of other Loan Documents or the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity hereby or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand thereforthereby.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentLead Arranger, the Collateral Agent, the Issuing Bank Administrative Agent and the Swingline Lender Collateral Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or ), and all reasonable out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Shearman & Xxxxx Sterling LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable and documented fees, charges and disbursements of any other one primary counsel, one local counsel and one special counsel for the Administrative Agent, the Collateral Agent and the Lenders, collectively (except that, in the case of an actual or perceived conflict among any Lenderof the Lenders, the Lead Arranger, the Administrative Agent or the Collateral Agent, the fees and expenses of one separate counsel for all persons similarly situated as required to address such conflict shall also be reimbursed). (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Lead Arranger, the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of any actions, judgments, suits, litigations or investigations of any kind or nature whatsoever, arising out of or in connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to the Administrative AgentLead Arranger, the Collateral Agent, the Issuing Bank Administrative Agent or the Swingline Lender Collateral Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Lead Arranger, the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative AgentLead Arranger, the Collateral Agent, the Issuing Bank Administrative Agent or the Swingline Lender Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) . The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any other term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on not later than 10 days after written demand therefortherefor accompanied by reasonable documentation with respect to any amount so requested.

Expenses; Indemnity. The Borrower and each other Credit Party will (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with (i) the syndication of the Credit Facilities preparation, execution and the preparation and administration delivery of this Agreement and the each other Loan Documents or in connection with any amendmentsDocument, modifications or waivers of whenever the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated same shall be consummated) or incurred by the Administrative Agentexecuted and delivered, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement including, without limitation, all reasonable out-of-pocket syndication and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the due diligence expenses and reasonable and documented fees, disbursements and other charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and (ii) the Collateral Agentpreparation, andexecution and delivery of any waiver, in connection with amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any such enforcement or protectionother Loan Document, the feesincluding, charges without limitation, reasonable fees and disbursements of any other counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Collateral Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, the Borrower or any Guarantor by reason of an Event of Default (including in connection with the enforcement of the Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by Lender hereunder or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or under any other Loan Document or any agreement or instrument contemplated therebyfactual matters in connection therewith, which expenses shall include without limitation the performance by reasonable fees and disbursements of such Persons, and (c) defend, indemnify and hold harmless the parties thereto of Administrative Agent and the Lenders, and their respective obligations thereunder parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the consummation of the Transactions Administrative Agent or any Lender is a party thereto) and the other transactions contemplated thereby (including the syndication prosecution and defense thereof, arising out of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters in any way connected with any Extension of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthis Agreement, any other Loan Party Document, or any documents, reports or other information provided to the Administrative Agent or any Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, or any action taken or omitted to be taken by the Administrative Agent under or in connection with any of their respective Affiliates); provided that such indemnity shall notthe foregoing including, as to any Indemniteewithout limitation, be available reasonable attorney’s and consultant’s fees, except to the extent that such losses, claims, damages, liabilities or related expenses (x) any of the foregoing are determined by a court of competent jurisdiction by a final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the N.Z. Swingline Lender Lenders in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the each Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expensesexpenses (other than Excluded Taxes), including reasonable counsel fees, charges and disbursements of one firm of counsel, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest, a single firm of counsel for all affected Indemnitees, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of any actual or threatened claim, litigation, investigation or proceeding, whether or not any Indemnitee is a party thereto (i) and regardless of whether such matter is initiated by a third party or by a Borrower, any other Loan Party or any of their respective Affiliates), relating to the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) and the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (xw) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence negligence, bad faith or wilful willful misconduct of such Indemnitee or any Related Party thereof, (x) are related to any material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such 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, (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred in addition to clause (x) above, are related to any Indemnitees or its successor or assigns claim brought by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the a Borrower or any of its SubsidiariesSubsidiaries against an Indemnitee or a Related Party thereof for breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such 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 (z) result from disputes solely among Indemnitees that do not involve an act or omission by Holdings, the Borrowers or any of their Affiliates except that the Administrative Agent, each Lender, each Issuing Bank, each Lead Arranger and the Advance Agent shall be indemnified in their capacities as such to the extent that none of the exceptions set forth in clause (x) or (y) applies to such Indemnitee at such time. (c) To the extent that Holdings and the Borrower fails Borrowers fail to pay any amount required to be paid by it them to the Administrative Agent, the Collateral Agent, the Issuing Bank Banks or the N.Z. Swingline Lender Lenders under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank Banks or the N.Z. Swingline LenderLenders, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the applicable Issuing Bank or the applicable N.Z. Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Domestic Revolving Credit Exposure, Aggregate Multicurrency Revolving Credit Exposure, Aggregate U.K. Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower no party hereto shall not assert, and each hereby waives, any claim against any Indemniteethe Indemnitees and each 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 or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the any Issuing Bank. All amounts due under this Section 9.05 shall be payable on within 30 days of written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agentco-lead arrangers listed on the cover page of this Agreement, the Issuing Bank and Syndication Agent or the Swingline Lender Affiliates of the foregoing in connection with the arrangement and syndication of the Credit Facilities credit facilities contemplated hereby and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderDocuments, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPLLP and Guess & Xxxx P.C., counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lenderco-lead arranger listed on the cover page of this Agreement, the Issuing Bank Syndication Agent, each Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby (including the syndication of the Credit Facilitiescredit facilities contemplated hereby), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)) or (iv) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Simpson Thacher & Xxxxx Bartlett LLP, counsel for the Administrative Agent and the Collateral Agent, andxxx, in connection with any xx xxxxxxxion xxxx xxy such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property currently or formerly owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to 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 Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 9.5 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 9.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPMoore, counsel for the Administrative Agent and the Collateral AgentXxxxt, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expensesexpenses (other than Excluded Taxes), including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that Holdings and the Borrower fails fail to pay any amount required to be paid by it them to 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 Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “'s "pro rata share” " shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees agrees, on demand therefor and whether any Extension of Credit is made (i) to pay or reimburse the Administrative Agent and its Related Parties for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunderthereby, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, andcounsel, in connection with the development, preparation, execution, syndication and administration of, the Loan Documents (including any such amendment, supplement or other modification thereto (whether or not executed or effective)), any documents prepared in connection therewith and the consummation of the transactions contemplated thereby and (ii) to pay or reimburse each Credit Party for all of its costs and expenses, including reasonable fees and disbursements of counsel, incurred in connection with (A) the protection or enforcement of its rights under the Loan Documents, including any related collection proceedings and any negotiation, restructuring or protection"work-out", and (B) the enforcement of this Section. (b) The Borrower shall, on demand therefor, indemnify each Credit Party and each of their respective Related Parties (each, an "INDEMNIFIED PERSON") against, and hold each Indemnified Person harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any other counsel for the Administrative Agentcounsel, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against any Indemnitee arising out of, Indemnified Person in connection with or in any way connected witharising out of any Loan Document, any other Transaction Document or any Transaction, including as a result of (i) any breach by the execution or delivery Borrower of this Agreement the terms of any Loan Document, the use of proceeds of any Extension of Credit or any other Loan Document action or any agreement or instrument contemplated thereby, failure to act on the performance by the parties thereto of their respective obligations thereunder or the consummation part of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)Borrower, (ii) the consummation or proposed consummation of the Transactions or any other transactions contemplated hereby, (iii) any Extension of Credit or the use of the proceeds therefrom, (iv) any actual or alleged presence or release of Hazardous Substance on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any liability in respect of any Environmental Law related in any way to the Borrower or any of its Subsidiaries, (v) any action or failure to act on the part of the Loans or issuance of Letters of Credit, Borrower or (iiivi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any Indemnitee other theory and regardless of whether any Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by collectively, the Borrower"INDEMNIFIED LIABILITIES"), any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any IndemniteeIndemnified Person, 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 nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnified Person. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or the Swingline Lender any of its Affiliates under paragraph subsections (a) or (b) of this Section, each Lender severally agrees agrees, on demand therefor, to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, Agent such Lender’s pro rata share 's Total Percentage of such amount (determined as of the time that the applicable unreimbursed expense or indemnity payment Indemnified Liability is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time). (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPMoorx, counsel xxunsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, Agent and each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of CreditLoans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent, the Collateral Agent, the Issuing Bank Banks and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Lead Arrangers, the Administrative Agent, the Collateral Agent or any Lender (including any A/C Fronting Lender) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, as applicable, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Lead Arrangers, the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Lead Arrangers, the Administrative Agent, the Collateral Agent or any Lender. (b) The Each Borrower agrees to indemnify the Lead Arrangers, the Administrative Agent, the Collateral Agent, each Lender (including any A/C Fronting Lender, the Issuing Bank ) and each Related Party Issuing Bank, each Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees, agents, trustees, members, partners and advisors (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party Terex or any of their respective Affiliates)its Affiliates or shareholders, or (iv) any actual or alleged presence, Release or threat of Release of Hazardous Materials on any Properties, or any Environmental Claim related in any way to any Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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, any Loan or Letter of Credit or the use of the proceeds thereof. (ed) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the an Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees (i) to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agents and the Swingline Lender Arrangers in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Agents and (ii) or to pay all out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent either Arranger or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx LLPXxxxxxxx, counsel for the Administrative Agent and the Collateral AgentAgents, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel (including the allocated charges of in-house counsel) for the Administrative Agent, the Collateral any Agent or any Lender. The Borrower shall not be obligated to reimburse out-of-pocket legal expenses pursuant to the preceding sentence for more than one law firm for the Agents incurred in connection with the preparation of this Agreement or in connection with any particular amendment, modification or waiver of the provisions hereof. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral each Agent, each Arranger and each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees, advisors and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted result from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentAgreement, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Agent or the Issuing Bankany Lender. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and its Affiliates in connection with the Collateral Agent, the Issuing Bank preparation of this Agreement and the Swingline Lender other Loan Documents, or by the Administrative Agent and its Affiliates in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent and its Affiliates or any Lender in connection with the enforcement or protection of its their rights in connection with with, or any workout or restructuring involving, this Agreement and the other Loan Documents or Documents, in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxxx & Xxxxx Xxxxxx LLP, special counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel counsel; provided, that, absent any conflict of interest the Administrative Agent shall not be entitled to indemnification for the Administrative Agentfees, the Collateral Agent charges or any Lenderdisbursements of more than one counsel in each jurisdiction. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing Persons (each such person Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees, charges and disbursements disbursements, including legal fees and settlement costs, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby or thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, Borrower’s Subsidiaries or any Indemnitee initiated or is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined in a final nonappealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Event or Environmental Claim to the extent related in any way to the Borrower or any of its Subsidiaries or any other Loan Party, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials (1) at, under, on or from any real property currently owned, leased or operated by the Borrower or any of its Subsidiaries or any other Loan Party, or (2) to the extent such presence, Release or threatened Release arose from the operations of Borrower or any of its Subsidiaries or any other Loan Party, or any predecessor of any Loan Party at, under, on or from any real property, (x) formerly owned, leased or operated by Borrower or any of its Subsidiaries or any other Loan Party or any predecessor of any Loan Party, or (y) any property offsite the property of Borrower or any of its Subsidiaries or any other Loan Party or any predecessor of any Loan Party to which the Borrower or any of its Subsidiaries or any other Loan Party has sent Hazardous Materials for treatment, storage or disposal, 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 nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank Related Parties or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, would have arisen as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share Indemnitee regardless of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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 other Loan Document or instrument contemplated hereby, the Transactions, any Borrowings hereunder. In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or Letter punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of Credit any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the use 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 the proceeds thereof. (e) such Indemnitee as determined by a court of competent jurisdiction. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions Transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of CreditObligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents Papers or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Papers, or in connection with the Loans or Competitive Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of CravathDonoxxx, Swaine Xxxxxxx & Xxxxx LLPXarrxxx, X.C., counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, each Lender and the Collateral AgentIssuing Bank, each Lender, the Issuing Bank and each Related Party Affiliate of any of the foregoing persons, their successors Persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any and the other Loan Document Papers or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans, Competitive Loans or issuance of Letters Lenders of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of, or breach of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused contract by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariessuch Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan DocumentPapers, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.the

Expenses; Indemnity. The Borrowers agree, on a joint and several basis: (a) The Borrower agrees to pay or reimburse the Lender on demand for all reasonable and documented its out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities development, preparation, negotiation and the preparation execution of, and administration of any amendment, supplement or modification to, this Agreement and the Revolving Credit Note and the other Loan Documents or Documents, the Intercreditor Agreement and any other documents prepared in connection with any amendmentsherewith or therewith, modifications or waivers and the consummation and administration of the provisions hereof or thereof (whether or not transactions contemplated hereby and thereby, including, without limitation, the transactions hereby or thereby contemplated shall be consummated) or fees and disbursements of counsel to the Lender, and the out-of-pocket costs incurred by the Administrative Agent, Lender in conducting periodic Field Audits; (b) to pay or reimburse the Collateral Agent or any Lender on demand for all its costs and expenses incurred in connection with the enforcement or protection preservation of its any rights in connection with under this Agreement and Agreement, the Revolving Credit Note, the other Loan Documents or in connection with Documents, the Loans made or Letters Intercreditor Agreement and any other documents related to any of Credit issued hereunderthe foregoing, including the reasonable and documented feesincluding, charges without limitation, fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for to the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.; (bc) The Borrower agrees to indemnify the Administrative Agentpay, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) againstindemnify, and to hold each Indemnitee the Lender on demand harmless from, any and all reasonable recording and documented lossesfiling fees and any and all liabilities with respect to, claimsor resulting from any delay in paying, damagesstamp, liabilities excise and related expensesother taxes, including reasonable counsel feesif any, charges which may be payable or determined to be payable in connection with the execution and disbursements incurred by or asserted against any Indemnitee arising out delivery of, in or consummation or administration of any way connected withof the transactions contemplated by, or as a result of (i) the execution any amendment, supplement or delivery of this Agreement modification of, or any waiver or consent under or in respect of, this Agreement, the Revolving Credit Note, the other Loan Document or Documents and any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating documents related to any of the foregoing; and (d) to pay, whether or not indemnify, and hold the Lender on demand harmless from and against any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerall other liabilities, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall notobligations, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, actions (whether sounding in contract, in tort or on any other ground), judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to, this Agreement, the Revolving Credit Note, the other Loan Documents, the Intercreditor Agreement or any other documents contemplated by or referred to herein or therein or any action taken or omitted to be taken by the Lender with respect to any of the foregoing (all the foregoing, collectively, the “indemnified liabilities”), provided, that the Borrowers shall have no obligation hereunder to the Lender with respect to indemnified liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted arising from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of Lender. The agreements in this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as subsection shall survive repayment of the time that Revolving Credit Note and the applicable unreimbursed expense or indemnity payment is sought) Letters of such unpaid amount; provided that Credit and all other amounts payable hereunder and all other Obligations and the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share termination of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans Line Facility and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter all Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees and Holdings agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPMoorx, counsel xxunsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, Lender and the Issuing Bank and Bank, each Related Party Affiliate of any of the foregoing persons, their successors Persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.,

Expenses; Indemnity. (a) The Borrower agrees Borrowers jointly and severally agree to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent, the Collateral Agent, each Lender, Lender and the Issuing Bank and Bank, each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, trustees, employees and agents (each such person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated Hazardous Materials on any property owned or operated by a third party or by the Borrower, any other Loan Party Borrowers or any of their respective Affiliates)the Subsidiaries, or any Environmental Claim related in any way to any Borrowers or the Subsidiaries; 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 (x) are determined by a court of competent jurisdiction by final and nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the 109 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Swingline Lender Arrangers in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the or any other Loan Documents Document or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) thereof, or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the or any other Loan Documents Document or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, andor, in connection with any such the case of enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLenders. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each LenderArrangers, the Issuing Bank Lenders, Affiliates, and each Related Party of any of the foregoing personstheir respective directors, their successors officers, employees and assigns and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or Agreement, any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble judgment to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or 50 45 provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent in connection with the Collateral Agent, the Issuing Bank preparation of this Agreement and the Swingline Lender other Loan Documents, or by the Administrative Agent in connection with the syndication of the Credit Facilities and Commitments or the preparation and administration of this Agreement and the other Loan Documents Agreement, or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit the Notes issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine Xxxxxxx Xxxxxxx & Xxxxx LLPXxxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agent, the Collateral Agent or any Lender (but no more than one such counsel for any Lender). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing personstheir respective directors, their successors officers, employees and assigns and members of each of the foregoing agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions Larizza Acquisition and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates)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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Lender and its directors, officers, employees and agents as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any Environmental Claim, and any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee (and arising out of, or in any way connected with or as a result of, any of the events described in clause (i), (ii) or (iii) of the preceding sentence) arising out of, in any way connected with, or as a result of (i) any Environmental Claim, (ii) any violation of any Environmental Law, or (iii) any act, omission, event or circumstance (including the actual, proposed or threatened, release, removal, disposition, discharge or transportation, storage, holding, existence, generation, processing, abatement, handling or presence on, into, from or under any present, past or future property of Holdings or any of its subsidiaries of any Contaminant), regardless of whether the act, omission, event or circumstance constituted a violation of Environmental Law at the time of its existence or occurrence; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Environmental Claim is, or 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 wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariesemployers, officers, directors, employees or agents. (c) To the extent that the The Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments choice at the time. its expense (d) To the extent permitted by applicable law, in which case the Borrower shall not assertthereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and hereby waivesthe Borrower shall bear the reasonable fees, any claim against any Indemniteecosts, on any theory and expenses of liabilitysuch separate counsel, for special, indirect, consequential or punitive damages if (as opposed to direct or actual damagesi) 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 counsel chosen by the proceeds thereof. Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (eii) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity actual or unenforceability of any term or provision of this Agreement or any other Loan Documentpotential defendants in, or targets of, any investigation made by such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Administrative Agent, Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.institution of such action; or

Expenses; Indemnity. (a1) The Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agent, the Collateral Agent, the Issuing Bank Administrative Agent and the Swingline Lender Lenders in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications modifications, waivers, extensions, renewals, renegotiations or waivers "workouts" of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Administrative Agent or any Lender of the Lenders in connection with the enforcement or protection of its rights in connection with this Agreement and or any of the other Loan Documents or in connection with the Loans made or the Notes or Letters of Credit issued hereunder, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for each of the Agent and the Administrative Agent and (without in any way limiting the Collateral Agentaudit fees payable by the Borrowers to the Administrative Agent under Section 6.08 hereof) ongoing field examination expenses and charges, and, in connection with any such enforcement or protection, the fees, charges reasonable fees and disbursements of any other counsel for the Lenders. Each Borrower further indemnifies the Lenders from and agrees to hold them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (1) Each Borrower indemnifies each of the Agent and the Administrative Agent and each Lender and their respective directors, officers, employees and agents against, and agrees to hold the Agent, the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Lender and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees and expenses, charges and disbursements incurred by or asserted against the Lender or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the execution use of any of the proceeds of the Loans, (ii) this Agreement, the Guarantees, any of the Security Documents or delivery of this Agreement the other documents contemplated hereby or any other Loan Document or any agreement or instrument contemplated thereby, (iii) the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder or (including but not limited to the making of the Total Commitment) and consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)hereby and thereby, (iiiv) the use breach of the proceeds of the Loans any representation or issuance of Letters of Creditwarranty, or (iiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not the Agent, the Administrative Agent, any Indemnitee Lender or any such person is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowerthereto; provided, any other Loan Party or any of their respective Affiliates); provided however, that such indemnity shall not, as to the Agent, the Administrative Agent or any IndemniteeLender, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted the extent that they directly result from the gross negligence or wilful willful misconduct of such Indemnitee the Agent, the Administrative Agent or any Lender as determined by a final judgment of a court of competent jurisdiction. (y2) result Each Borrower indemnifies, and agrees to defend and hold harmless the Agent, the Administrative Agent and the Lenders and their respective officers, directors, shareholders, agents and employees (collectively, the "Indemnitees") from and against any loss, cost, damage, liability, lien, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees and reasonable expenses for investigation, removal, cleanup and remedial costs and modification costs incurred to permit, continue or resume normal operations of any property or assets or business of the release of Hazardous Materials Borrowers or any Subsidiary thereof) arising from a violation of of, or failure to comply with any Environmental Laws that first occurs at a particular owned real property after such property has been transferred Law and to remove any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer Lien arising therefrom (except to the extent caused bydirectly resulting from the gross negligence or willful misconduct of any Indemnitee, or attributable to the actions as determined by a final judgment of or failure to act by, the Borrower or a court of competent jurisdiction) which any of its Subsidiariesthe Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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. (e3) The provisions of this Section 9.05 11.04 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Documentthe Notes, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Administrative Agent or any Lender or the Issuing BankLender. All amounts due under this Section 9.05 11.04 shall be payable on written demand therefor.

Expenses; Indemnity. The Borrowers will (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with with: (i) the syndication of the Credit Facilities preparation, execution and the preparation and administration delivery of this Agreement and the each other Loan Documents or in connection with any amendmentsDocument, modifications or waivers of whenever the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated same shall be consummated) or incurred by the Administrative Agentexecuted and delivered, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement including, without limitation, all out-of-pocket syndication and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the due diligence expenses and reasonable and documented fees, charges fees and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use preparation, execution and delivery of any waiver, amendment or consent by the proceeds of Administrative Agent or the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding Lenders relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf including, without limitation, reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Collateral AgentAdministrative Agent and the Lenders in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any Lender other Loan Document or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand Loans, including, without limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses expenses, the allocated cost of internal legal services and disbursements of internal counsel incurred by the Administrative Agent, the Collateral AgentAgents, the Issuing Bank Banks and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral 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 or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPMoorx, xxunsel for the Agents, and O'Melveny and Myerx XXX, special counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel (including the allocated costs of internal counsel) for the Administrative Agent, the Collateral Agent Agents or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral AgentAgents, each Lender, the Issuing Bank Lender and each Related Party Issuing Bank, each Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees, agents, trustees and investment advisors (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements and the allocated cost of internal legal services and disbursements of internal counsel, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on or from any property currently 103 or formerly owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral any Agent, any Lender or the any Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower Issuer agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, the Issuing Bank and the Swingline Lender Agent in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Transaction Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender Purchaser in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Transaction Documents or in connection with the Loans Notes made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of CravathMilbank, Swaine Tweed, Xxxxxx & Xxxxx XxXxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderPurchaser. (b) The Borrower Issuer agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank Purchaser and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Transaction Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of CreditNotes, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the BorrowerIssuer, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Issuer or any of the Subsidiaries, or any Environmental Liability related in any way to the Issuer or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower Issuer fails to pay any amount required to be paid by it them to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent under paragraph (a) or (b) of this Section, each Lender Purchaser severally agrees to pay to the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such LenderPurchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a LenderPurchaser’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans Notes and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower Issuer 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 Note or the use of the proceeds thereof. (e) The provisions of this Section 9.05 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansNotes, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Transaction Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, Agent or any Lender or the Issuing BankPurchaser. All amounts due under this Section 9.05 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees to Borrowers shall pay all reasonable Expenses promptly upon request. For the avoidance of doubt, and documented out-of-pocket expenses incurred by without limiting the foregoing, the Borrowers shall pay (i) all Expenses of the Administrative AgentAgent and its Affiliates, including the Collateral Agentreasonable fees, charges and disbursements of one outside counsel for the Issuing Bank Administrative Agent and the Swingline Lender its Affiliates, in connection with the syndication of the Credit Facilities and the negotiation, preparation and administration of this Agreement and the other Loan Documents or in connection with and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated in this Agreement or thereby contemplated any other Loan Document or any amendment, modification or waiver thereof shall be consummated), including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and its Affiliates; (ii) all Expenses of the Administrative Agent and its Affiliates relating to administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (iii) subject to the limits of Section 4.10, all Expenses of the Administrative Agent and its Affiliates related to any examination or appraisal that is in accordance with the terms of this Agreement with respect to any Loan Party or Collateral by the Administrative Agent’s personnel or a third party; and (iv) all Expenses (including the reasonable fees, charges and disbursements of one outside counsel) incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented feesall such Expenses incurred during any workout, charges and disbursements restructuring or negotiations in respect of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLoans. (b) The Borrower agrees to indemnify Each Loan Party indemnifies the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing personstheir respective Affiliates and their and their respective Affiliates’ respective officers, their successors directors, attorneys, representatives, employees, advisors, and assigns and members of each of the foregoing agents (each such person being called an “IndemniteeIndemnified Person”) against, from and to hold each Indemnitee harmless from, against any and all reasonable and documented claims, liabilities, obligations, losses, claims, damages, liabilities penalties, actions, judgments, suits, costs, Expenses, and related expenses, disbursements of any kind or nature whatsoever (including reasonable counsel fees, charges attorneys’ fees and disbursements of outside counsel) that may be imposed on, incurred by by, or asserted against the Administrative Agent or any Indemnitee arising out Lender in any litigation, proceeding, or investigation with respect to any aspect of, in or any way connected withtransaction contemplated by, or as a result of (i) the execution or delivery of this Agreement referred to in, or any other Loan Document or any agreement or instrument contemplated therebymatter related to, the performance by Loan Documents, whether or not the parties thereto of their respective obligations thereunder Administrative Agent or such Lender is a party to the consummation of the Transactions Loan Documents (each and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any all of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower“Indemnified Liabilities”). The foregoing to the contrary notwithstanding, any other no Loan Party or shall have any of their respective Affiliates); provided that such indemnity shall not, as obligation to any Indemnitee, be available Indemnified Person under this Section with respect to the extent any Indemnified Liability that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment finally determines to have resulted from the gross negligence or wilful willful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees Indemnified Person or its successor or assigns by foreclosureofficers, deed-in-lieu of foreclosure or similar transfer except to the extent caused bydirectors, employees, attorneys, or attributable agents. The Loan Parties must pay all Expenses when due. The Loan Parties’ obligation to pay the actions Expenses and all of or failure to act bythe reimbursement and indemnification obligations provided for in the Loan Documents are part of the Obligations, are secured by all of the Borrower or any Collateral, and survive the repayment of its Subsidiariesthe Obligations. (c) To the extent that the Borrower fails Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph subsection (a) or (b) of this Sectionhereof, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, Agent such LenderXxxxxx’s pro rata share (in accordance with its respective Revolving Commitment (or outstanding Revolving Loans, as applicable) 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 losspayment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Borrower Each Lender agrees to pay all reimburse the Administrative Agent and each of its Related Parties, and each Lender agrees to reimburse the Collateral Agent and each of its Related Parties (in each case, to the extent not reimbursed by any Loan Party), promptly upon demand, severally and ratably, of any reasonable and documented out-of-pocket costs and expenses (including fees, charges, and disbursements of financial, legal, and other advisors and taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender such Agent or any of its Related Parties in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents preparation, syndication, execution, delivery, administration, modification, consent, waiver, or in connection with any amendments, modifications or waivers of the provisions hereof or thereof enforcement (whether through negotiations, through any workout, bankruptcy, restructuring, or not the transactions hereby other legal or thereby contemplated shall be consummatedother proceeding or otherwise) of, or incurred by the Administrative Agent, the Collateral Agent or any Lender legal advice in connection with the enforcement or protection respect of its rights in connection with this Agreement and the other or responsibilities under, any Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderDocument. (b) The Borrower Each Lender further agrees to indemnify the Applicable Agent and each of its Related Parties (to the extent not reimbursed by any Loan Party), severally and ratably, from and against Liabilities (including taxes, interests, and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender but excluding any claims for annual administrative fees owing to the Administrative Agent) that may be imposed on, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against such Agent or any Indemnitee of its Related Parties in any matter relating to or arising out of, in any way connected with, connection with or as a result of (i) any Loan Document, the execution or delivery of this Agreement Transactions or any other Loan Document act, event, or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by such Agent or any agreement of its Related Parties under or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating with respect to any of the foregoing; provided, whether or not any Indemnitee is a party thereto (and regardless of whether however, that no Lender shall be liable to such matter is initiated by a third party or by the Borrower, any other Loan Party Agent or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available its Related Parties to the extent that such lossesliability has resulted primarily from the gross negligence or willful misconduct of the Applicable Agent or, claimsas the case may be, damagessuch Related Party, liabilities or related expenses (x) are as determined by a court of competent jurisdiction by in a final and nonappealeble non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiariesorder. (c) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender under a Loan Document an amount equal to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Borrower Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to pay establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such Lender failed to notify the Administrative Agent or any amount other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), or the Administrative Agent reasonably determines that it was required to be paid withhold taxes from a prior payment but failed to do so, such Lender shall promptly indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by it to the Administrative Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by the Administrative Agent, the Collateral Agentincluding legal expenses, the Issuing Bank or the Swingline allocated internal costs, and out- of-pocket expenses. The Administrative Agent may offset against any payment to any Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of applicable withholding tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which the Administrative Agent, the Collateral Agent, any Agent is entitled to indemnification from such Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor8.12(c).

Expenses; Indemnity. (a) The Borrower agrees and Holding agree, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Credit Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Credit Documents or in connection with the Loans made or the Notes or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLPXxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any LenderLender (including the allocated costs of in-house legal counsel). (b) The Borrower agrees and Holding agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, Lender and the Issuing Bank and Bank, each Related Party Affiliate of any of the foregoing persons, their successors persons and assigns and members of each of the foregoing their respective directors, officers, employees and agents (each such person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel feesfees (including the allocated costs of in-house legal counsel), charges and disbursements disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Credit Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities)thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto thereto, or (and regardless iv) any actual or alleged presence or Release of whether such matter is initiated by a third party Hazardous Materials on any property owned or operated by the Borrower, any other Loan Party Borrower or any of their respective Affiliates)the Subsidiaries, or any Environmental Claim related in any way to the Borrower or the Subsidiaries; 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 nonappealeble nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its SubsidiariesIndemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (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) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Credit Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.