Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for the Agent or any Bank. The Borrower further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent each Bank and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) in the case of the Agent or any Bank, any unexcused breach by the Agent or such Bank of any of its obligations under this Agreement or (b) the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 9.05 shall be payable on written demand therefor. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank; provided that no such assignment shall release a Bank from any of its obligations hereunder.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses and actual fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agent, incurred by the Administrative Agents Agent in connection with entering into the preparation, execution and delivery of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements transactions hereby contemplated shall be consummated) and other charges of a single counsel), or all out-of-pocket expenses incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder hereunder, including, in connection with any such enforcement or thereunderprotection, including the fees reasonable fees, charges and disbursements of any counsel for the Administrative Agents andAgent or any Bank. The Borrower further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent each Bank and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, costs, actions, suits, obligations, penalties, judgments, claims, damages, liabilities liabilities, taxes and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements (irrespective of whether the Agent or any Bank is a party to the action for which indemnification hereunder is sought), 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, costs, actions, suits, obligations, penalties, judgments, claims, damages, liabilities liabilities, taxes or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) in the case of the Agent or any Bank, any unexcused breach by the Agent or such Bank of any of its obligations under this Agreement or (B) the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 10.05 shall be payable on written demand therefor. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank; provided that no such assignment shall release a Bank from any of its obligations hereunder.

Expenses; Indemnity. (a) The Company agrees Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their respective Affiliates (limited, in the case of legal fees, to pay the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent) in connection with the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement Agent or in connection with any amendmentsLender, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, charges and disbursements and other charges of a single counsel), or incurred by any counsel for the Administrative Agents Agent or any Lender Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each LenderAgreement. (b) The Company agrees to Borrower shall indemnify each Administrative Agentthe Lead Arrangers, the Syndication Agents, the Documentation Agents, the Administrative Agent and each Lender, and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable the fees, charges and disbursements of any counsel fees and expensesfor any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the consummation execution or delivery of this Agreement or the transactions contemplated performance by this Agreementthe parties hereto of their respective obligations hereunder, (ii) any Loan or the use of the proceeds of the Loans therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and (B) such indemnity shall other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not apply disadvantageous to lossesany Indemnitee, claims, damages, liabilities it is anticipated that a single counsel selected by the Borrower may be used. Settlement of any claim or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section shall remain operative and in full force and effect regardless litigation involving any material indemnified amount will require the approvals of the expiration of Borrower (not to be unreasonably withheld or delayed) and the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity relevant Indemnitee (not to be unreasonably withheld or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefordelayed).

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents and the Arrangers in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents Agents, the Arrangers or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and the Arrangers and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and Arrangers, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesfees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related relate expenses that result from disputes solely between Lenders. (c) The provisions of this Section 13.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative AgentAgents, the Syndication Agent or any Lender. All amounts due under this Section 13.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable outPledgor will, on an after-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement or in connection with any amendmentstax basis, modifications or waivers of the provisions hereof or thereof (including the reasonable feesindemnify, disbursements reimburse, defend and other charges of a single counsel), or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees hold Pledgee harmless from and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, against any and all lossescosts, expenses, actions, claims, damagesdemands, losses, judgments, attorneys’ fees, and liabilities and related expensesof any kind incurred in connection with, including reasonable counsel fees and expenses, incurred by relating to or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section 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 investigation made by the Collateral, whether arising before or on behalf after the commencement of any Administrative Agentinsolvency or bankruptcy proceedings, including without limitation those incurred (a) in relation to any provision hereof, (b) upon any Event of Default or the Syndication Agent exercise of any remedy herein or any Lenderenforcement of this Agreement or Pledgee’s interest in the Collateral, (c) in the event of Pledgor’s insolvency or bankruptcy, (d) in defense of any litigation or any action in the nature of voidable preference or fraudulent conveyance, or (e) to remove or contest any lien or security interest or right of another against any Collateral. All Pledgor will reimburse Pledgee for all amounts due hereunder, together with interest thereon accruing five days after notice thereof at the lower of eighteen percent per annum or the highest rate permitted under this Section shall be payable on written demand thereforapplicable law. If Pledgor fails to pay or perform any of its obligations hereunder, Pledgee at any time may, but is not obligated to, pay or perform the same without waiving any Event of Default or Default or any of Pledgee’s rights or remedies. Pledgor hereby authorizes and approves all such advances and payments.

Expenses; Indemnity. Without limiting the provisions of Section 10.04 of the Credit Agreement or other Loan Documents: (a) The Company agrees Each Pledgor will upon demand pay to pay the Collateral Agent the amount of any and all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements costs and other charges of a single counsel), or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderexpenses, including the fees and disbursements expenses of its counsel for and the Administrative Agents andfees 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 Collateral or any part thereof commenced, in which action, suit or proceeding the case Collateral 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 judgment of enforcementthe Collateral Agent to defend or uphold the Lien hereof (including, each Lenderwithout limitation, any action, suit or proceeding to establish or uphold the compliance of the Collateral with any requirements of any Governmental Authority or law), (ii) the collection of the Secured Obligations, (iii) the enforcement and administration hereof, (iv) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (v) the exercise or enforcement of any of the rights of the Collateral Agent or any Credit Party hereunder or (vi) the failure by any Pledgor to perform or observe any of the provisions hereof. All amounts expended by the Collateral Agent and payable by any Pledgor 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 twenty (20) days from the date on which Collateral Agent makes demand for payment therefor to the date of repayment) and shall be part of the Secured Obligations. (b) The Company agrees Pledgors agree, jointly and severally, to indemnify the Collateral Agent (and any sub-agent thereof), each Administrative Agentother Credit Party, the Syndication Agent and each Lender, each Subsidiary and Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless (on a after tax-basis) from, any and all losses, claims, damages, liabilities actions, causes of action, damages, liabilities, settlement payments, obligations, costs, and related expensesexpenses (including the fees, including reasonable charges, expenses and disbursements of any counsel fees and expensesfor any Indemnitee), incurred incurred, suffered, sustained or required to be paid by any Indemnitee or asserted against any Indemnitee by any third party or by any Pledgor or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the Credit Agreement or any other Loan Document or any other agreement or instrument contemplated hereby, the performance by the Pledgors of their respective obligations thereunder, or the consummation of the transactions contemplated by this Agreementthe Credit Agreement and the other Loan Documents or any other transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the Loans or documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or not any other theory and regardless of whether any Indemnitee is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are (x) determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and or any Affiliate of such Indemnitee, or (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersa claim brought by a Pledgor or any other Loan Party against an Indemnitee for breach of bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Pledgor or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In connection with any indemnified claim hereunder, the Indemnitee shall be entitled to select its own counsel and the Pledgors shall promptly pay the reasonable fees and expenses of such counsel. (c) The provisions of this Section SECTION 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 any Administrative Agent, the Syndication Agent Agents or any Lenderother Credit Party. All amounts due under this Section SECTION 11.3 shall be payable on promptly (but in any event no more than 10 Business Days following) upon written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. (a) The Company Each of the Borrowers agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation 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 (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender of the Lenders in connection with the enforcement or protection of their its rights in connection with this 103 Agreement or any of the other Loan Documents or 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 Loans made hereunder enforcement or thereunderprotection of its rights, including but not limited to the reasonable fees and disbursements of counsel for the Administrative Agents Agent and ongoing field examination expenses and charges, and, in connection with such enforcement or protection, the case reasonable fees and disbursements of enforcementcounsel for the Lenders. Each of the Borrowers further indemnifies the Lenders from and agrees to hold them harmless against any documentary taxes, each Lenderassessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (b) The Company agrees to indemnify each Administrative Agent, Each of the Syndication Borrowers indemnifies the Agent and each Lender, each of Lender and their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and agrees to hold the Agent, each Indemnitee Lender and each such person harmless from, any and all losses, claims, damages, liabilities and related expenses, including including, without limitation, withholding or other taxes that may be imposed by Canada or any political subdivision thereof with respect to any payments made pursuant to this Agreement and reasonable counsel fees and expenses, 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 consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingproceedings, whether or not the Agent, any Indemnitee Lender or any such person is a party thereto, relating to (i) the use of any of the proceeds of the Loans, (ii) this Agreement, any of the other Loan Documents, Plan of Reorganization or the other documents contemplated hereby or thereby, (iii) the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including but not limited to the making of the Total Commitment) and consummation of the transactions contemplated hereby and thereby or (iv) breach of any representation or warranty; provided provided, however, that (A) such indemnity shall not, as to the Agent or any IndemniteeLender or such person, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of the Agent or any Lender or such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersperson. (c) Each of the Borrowers indemnifies, and agrees to defend and hold harmless the Agent and the Lenders and their respective officers, directors, share holders, 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 Borrowers or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law and to remove any Lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. 104 (d) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or the Notes, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 11.04 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Each Credit Party agrees to to, jointly and severally, pay or reimburse Lender for all reasonable out-of-pocket costs and expenses (including, without limitation, the fees and expenses of all counsel, advisors, consultants and auditors) incurred by the Administrative Agents Lxxxxx in connection with entering into with: (i) the preparation, negotiation, execution, delivery, performance and enforcement of this Agreement or in connection with and the other Credit Documents, any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions contemplated shall be consummated), or incurred by the Administrative Agents or any Lender in connection with ; (ii) the enforcement or protection of their Lxxxxx’s rights in connection with this Agreement and the other Credit Documents or in connection with the Loans; (iii) any advice in connection with the administration of the Loans made hereunder or thereunderthe rights under this Agreement or the other Credit Documents; (iv) any litigation, including the fees dispute, suit, proceeding or action (whether instituted by or between any combination of Lender, any Credit Party or any other Person), and disbursements of counsel for the Administrative Agents andan appeal or review thereof, in any way relating to the case Collateral, this Agreement, any other Credit Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (v) any effort (x) to monitor the Loans, (y) to evaluate, observe or assess any Borrower or any other Credit Party or the affairs of enforcementsuch Person, and (z) to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral. In addition to the foregoing, each LenderCredit Party agrees to pay Lender a fee of $1,000 for each amendment, modification, supplement or restatement of any Credit Document entered into by Lender and any Borrower. Each Corporate Credit Party further agrees, jointly and severally, to indemnify Lxxxxx from and agrees to hold it harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any of the other Credit Documents. (b) The Company Each Corporate Credit Party agrees to to, jointly and severally, indemnify each Administrative AgentLender, the Syndication Agent its correspondents and each Lenderof its respective directors, each of their Affiliates and the directorsshareholders, officers, employees and agents of the foregoing (each such Person being called each, an “IndemniteeIndemnified Person”) against, and agrees to hold each Indemnitee Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee Indemnified Person arising out of, in any way connected with or as a result of (i) the use of any of the proceeds of any Loan or the use of any Loan, (ii) the goods or transactions financed by the Loans, (iii) this Agreement, any other Credit Document or any other document contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder and thereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or (iiiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not any Indemnitee Indemnified Person Indemnity is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any IndemniteeIndemnified Person, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersLender. (c) The provisions of this Section 13.3 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, Agreement and the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 13.3 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by (i) the Administrative Agents and the Arrangers in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), (ii) the Issuing Lender in connection with the issuance, amendment, renewal or incurred by extension of any Letter of Credit or any demand for payment thereunder or (iii) the Administrative Agents Agents, the Arrangers, the Issuing Lender or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document or in connection with the Loans made or Letters of Credit issued hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents Agents, the Arrangers and the Issuing Lender and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and Arrangers, the Issuing Lender, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesfees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this AgreementAgreement (including the syndication of the credit facilities provided for herein), (ii) any Loan or Letter of Credit or the use of the proceeds of the Loans therefrom or (iii) 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, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) To the fullest extent permitted by applicable law, no Borrower shall assert, or permit any of their respective Affiliates or Related Parties to assert, and each 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. (d) The provisions of this Section 13.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative AgentAgents, the Syndication Agent or any Lender. All amounts due under this Section 13.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their Affiliates (limited, in the case of legal fees, to pay the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent (with respect to legal services performed prior to the Effective Date, in an aggregate amount not to exceed $125,000)) in connection with the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof and (ii) following the occurrence of an Event of Default that is continuing, all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement Agent or in connection with any amendmentsLender, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, charges and disbursements and other charges of a single counsel), or incurred by any counsel for the Administrative Agents Agent or any Lender Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each LenderAgreement. (b) The Company agrees to Borrower shall indemnify each Administrative Agentthe Lead Arrangers, the Syndication Agents, Administrative Agent and each Lender, and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable the fees, charges and disbursements of any counsel fees and expensesfor any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the consummation execution or delivery of this Agreement or the transactions contemplated performance by this Agreementthe parties hereto of their respective obligations hereunder, (ii) any Loan or the use of the proceeds of the Loans therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and (B) such indemnity shall other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not apply disadvantageous to lossesany Indemnitee, claims, damages, liabilities it is anticipated that a single counsel selected by the Borrower may be used. Settlement of any claim or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section shall remain operative and in full force and effect regardless litigation involving any material indemnified amount will require the approvals of the expiration of Borrower (not to be unreasonably withheld or delayed) and the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity relevant Indemnitee (not to be unreasonably withheld or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefordelayed).

Expenses; Indemnity. (a) The Company Each of the Obligors hereby agrees to pay or reimburse from time to time upon request the Lender for all of its reasonable out-of-pocket costs and expenses incurred by (including the Administrative Agents fees and expenses of legal counsel) in connection with entering into (i) the administration of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof and (ii) any enforcement or thereof collection proceedings resulting from the occurrence of an Event of Default. (b) Each of the Obligors agrees to indemnify and hold harmless the Lender and each of the Lender’s affiliates and the Lender’s and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including the reasonable fees, disbursements fees and other charges expenses of a single counsel), or ) that may be incurred by the Administrative Agents or asserted or awarded against any Lender Indemnified Party, in connection with the enforcement each case arising out of their rights or in connection with this Agreement or in connection with the Loans made hereunder Note or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreementherein or therein, (ii) the use including without limitation, any of the proceeds foregoing arising out of the Loans or (iii) in connection with any claim, litigation, investigation or proceeding relating to any proceeding, or preparation of the foregoinga defense in connection therewith, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the such Indemnified Party’s gross negligence or willful misconduct misconduct. In the case of such Indemnitee and (B) an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not apply to lossessuch investigation, claimslitigation or proceeding is brought by either Obligor or any of its directors, damagesshareholders or creditors or an Indemnified Party, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section shall remain operative any Indemnified Party is otherwise a party thereto, and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of whether or not 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand thereforhereby are consummated.

Expenses; Indemnity. The Borrower will (a) The Company agrees pay all out-of-pocket expenses of the Bank in connection with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all out-of-pocket administrative and due diligence expenses and reasonable fees and disbursements of counsel for the Bank and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Bank relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Bank, (b) pay all reasonable out-of-pocket expenses of the Bank incurred by the Administrative Agents in connection with entering into the administration and enforcement of any rights and remedies of the Bank under this Agreement or any of the other Loan Documents and the collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Bank 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 Bank, and its parent, subsidiaries, affiliates, employees, agents, officers, directors, agents and attorneys from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigationinvestigation, investigation litigation or other proceeding relating to any of the foregoing, (whether or not any Indemnitee the Bank is a party thereto; provided that (A) such indemnity shall notand the prosecution and defense thereof, as to arising out of or in any Indemniteeway connected with this Agreement, be available any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that such losses, claims, damages, liabilities or related expenses resulted any of the foregoing directly result solely from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand party seeking indemnification therefor.

Expenses; Indemnity. (a) The Company Alcoa agrees to pay or cause one or more other Borrowers to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into the preparation of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderhereunder, including the fees fees, charges and disbursements of Cravath, Swaine & Moore, U.S. counsel for the Administrative Agents andand Clayton Utx, in Xxstralian counsel for the case of Agents, axx, xx xxxxection with any such enforcement, each the fees, charges and disbursements of any other counsel for the Agents 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 Company Alcoa agrees to indemnify or cause one or more other Borrowers to indemnify the Agents, their Affiliates, each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person 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 losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee Indemnitee. Each Agent and each Lender agrees to promptly notify Alcoa of any claims relating to clauses (Bi), (ii) or (iii) of the next preceding sentence; provided, however, that any failure to deliver any such indemnity notice shall not apply to losses, claims, damages, liabilities or related expenses that result relieve Alcoa from disputes solely between Lendersits obligations under this paragraph (b). (c) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement Agreement, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Administrative Agents Agent, the Collateral Agent, the Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel thereof), in connection with entering into the syndication of the Credit Facility, the preparation, negotiation, 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 (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions contemplated hereby or thereby shall be consummated), or (ii) all out of pocket expenses incurred by the Administrative Agents Agent, the Collateral Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent or any Lender), in connection with the enforcement or protection of their its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder or thereundermade, including the fees and disbursements all such out of counsel for the Administrative Agents andpocket expenses incurred during any workout, restructuring or negotiations in the case respect of enforcement, each Lendersuch Loans. (b) The Company agrees to Borrower shall indemnify each the Administrative Agent, the Syndication Agent and each Lenderthe Collateral Agent (and any sub-agent thereof), each Arranger, each Lender and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claimsclaims (including any Environmental Claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expensesexpenses (including the reasonable fees, including reasonable charges and disbursements of any counsel fees and expensesfor any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other GGS Company or any Affiliate thereof arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, 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 by this Agreementhereby or thereby (including the syndication of the Credit Facility), (ii) any Loan or the use or proposed use of the proceeds of the Loans or therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or previously owned or operated by any GGS Company, or any Environmental Claim related in any way to any GGS Company, 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, whether brought by a third party or by the Borrower or any other GGS Company or any Affiliate thereof, and regardless of whether any Indemnitee is a party thereto; , provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee and or any officer, director or employee of such Indemnitee or (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersa claim brought by the Borrower or any other GGS Company against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such GGS Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent (or any 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 sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agent) in connection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans and unused Commitments at the time. (d) To the fullest extent permitted by Applicable Law, no GGS Company shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions or the other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Collateral Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent, in connection with the syndication of the credit facility provided for herein, the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement Agent or in connection with any amendmentsLender, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, charges and disbursements and other charges of a single counsel), or incurred by any counsel for the Administrative Agents Agent or any Lender Lender, in connection with the enforcement of their its rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each LenderAgreement. (b) The Company agrees to Borrower shall indemnify each Administrative Agentthe Lead Arrangers, the Syndication Administrative Agent and each Lender, and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable the fees, charges and disbursements of any counsel fees and expensesfor any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the consummation execution or delivery of this Agreement or the transactions contemplated performance by this Agreementthe parties hereto of their respective obligations hereunder, (ii) any Loan or the use of the proceeds of the Loans therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and (B) such indemnity shall other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not apply disadvantageous to lossesany Indemnitee, claims, damages, liabilities it is anticipated that a single counsel selected by the Borrower may be used. Settlement of any claim or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section shall remain operative and in full force and effect regardless litigation involving any material indemnified amount will require the approvals of the expiration of Borrower (not to be unreasonably withheld) and the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity relevant Indemnitee (not to be unreasonably withheld or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefordelayed).

Expenses; Indemnity. (a) The Company Each Borrower, severally but not jointly, agrees to pay all reasonable out-of-pocket expenses incurred (i) by the Administrative Agents Agent in connection with entering into the preparation of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), including the reasonable feesfees and disbursements of counsel to the Administrative Agent, disbursements and other charges of a single counsel), or incurred (ii) by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderany Notes issued hereunder, including the fees reasonable fees, charges and disbursements of counsel for the Administrative Agents andAgent and the Lenders and (iii) any Issuing Bank in connection with the issuance, in the case amendment, renewal or extension of enforcement, each Lenderany Letter of Credit or any demand for payment thereunder. (b) The Company Each Borrower, severally but not jointly, agrees to indemnify each the Administrative Agent, the Syndication Agent and each Lender, the Other Agents, the Arrangers, each Issuing Bank and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreementhereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the Loans or documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (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 other theory, whether brought by a third party or by such Borrower and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and or (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersa claim brought by a Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Xxxxxxxx has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent 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 any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 11.03 shall be payable on written demand therefor. (d) To the extent that 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 (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Extensions of Credit at such time) of such unpaid amount (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 (or any such sub-agent) 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) in connection with such capacity. (e) To the fullest extent permitted by applicable law, no Borrower shall 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, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in Section 11.03(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses reasonably incurred by the Administrative Agents Lender in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or reasonably incurred by the Administrative Agents or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderthe Note issued hereunder, including without limitation the fees reasonable fees, charges and disbursements of the counsel for the Lender, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of counsel for the Administrative Agents andLender. The Borrower further agrees that it shall indemnify the Lender from and hold it harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative Agentthe Lender, the Syndication Agent and each Lenderof its Affiliates, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including without limitation reasonable counsel fees fees, charges and expensesdisbursements, 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 contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans pursuant to the request of the Borrower, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Millennium America agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents, the Syndication Agent, the Swingline Lenders, each Issuing Bank and the Lenders, as the case may be, in connection with (i) the syndication of the facilities established by this Agreement and the preparation, execution and delivery of this Agreement and the other Loan Documents (whether or not the transactions hereby or thereby contemplated shall be consummated), (ii) the making of the Loans hereunder, the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, the enforcement of the rights of the Lenders or the Agents in connection with entering into this Agreement and the other Loan Documents and the protection of the rights of the Lenders thereunder, including in any workouts or similar negotiations, (iii) any action which may be instituted by any person against the Lenders or the Agents in connection with respect of the foregoing or as a result of any amendmentstransaction, modifications action or nonaction arising from the foregoing and (iv) the preparation of any amendments to or waivers of this Agreement and the provisions hereof or thereof other Loan Documents, including, in the case of (including i), (ii), (iii) and (iv), the reasonable fees, disbursements and other charges of Cravath, Swaine & Xxxxx, counsel for the Agents, and, in the case of (iii) above, separate counsel for each Lender which, based on the opinion of its counsel, has legal defenses available to it which are different from or in addition to those available to another Lender; provided, however, that in no event shall Millennium America be liable for such fees, disbursements or other charges of more than one counsel for all similarly situated Lenders. Millennium America agrees to indemnify the Agents, the Syndication Agent, the Swingline Lender, the Issuing Banks, the Lenders and their respective Affiliates from and hold them harmless against any documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any other Loan Document. Millennium America agrees to pay all reasonable out-of-pocket expenses (including reasonable counsel fees, charges and expenses, which shall include the reasonable and non-duplicative allocated costs of internal counsel) and liabilities including those resulting from any litigation or other proceedings (regardless of whether any such person is a single counsel), or party thereto) incurred by any Lender or Agent, the Administrative Agents Syndication Agent, the Swingline Lender or any Lender Issuing Bank in connection with the enforcement of their its rights in connection with under this Agreement or in connection any other Loan Document or with the Loans made or the Letters of Credit issued hereunder or thereunder, including ; provided that no such person will be indemnified for its gross negligence or wilful misconduct. The obligations of the fees and disbursements Borrowers under this Section shall survive the termination of counsel for this Agreement or any other Loan Document and/or the Administrative Agents and, in payment of the case of enforcement, each LenderLoans. (b) The Company Millennium America agrees to indemnify each Administrative Lender, the Agents, the Syndication Agent, the Syndication Agent and each Swingline Lender, each Issuing Bank, each Affiliate of any of the foregoing and their Affiliates and the respective directors, officers, employees employees, trustees, investment advisors, agents and agents of the foregoing controlling persons (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any such Indemnitee arising out of of, in any way in connection with, or as a result of, (i) this Agreement or any of the other documents contemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder and consummation of the transactions contemplated by this Agreementhereby and thereby, (ii) the use any actual or alleged presence or release of the proceeds hazardous materials or other environmental, health and safety matters relating to Millennium or any of the Loans its Subsidiaries or any of their current or former properties or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any such Indemnitee is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any Indemnitee, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted arising from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 Agreement, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent Lenders or any Lenderthe Agents. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement Agreement, the Security Documents, the Notes and the other Loan Documents or in connection with any amendments, modifications modifications, waivers, extensions, renewals, renegotiations or waivers work-outs of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent, the Documentation Agent, the Letter of Credit Issuer or any Lender of the Lenders in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection any of the other Loan Documents or with the Loans made hereunder or thereunderthe 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 fees and disbursements of counsel for the Administrative Agents andAgent, in the case Documentation Agent, the Letter of enforcementCredit Issuer and each Lender and ongoing field examination expenses and charges. Without limitation of the foregoing, each LenderBorrower hereby agrees to reimburse the Agent for any and all reasonable costs and expenses incurred in connection with audits and field exams of the Borrowers' and their subsidiaries' properties, assets, business and operations performed at the request of the Agent by an independent party selected by the Agent (provided that as long as the Default or Event of Default is in existence, the obligations of the Borrowers under this sentence shall not exceed $50,000 per calendar year). Each Borrower further indemnifies the Lenders and the Letter of Credit Issuer 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, the Notes or the making of any Credit Events. (b) The Company agrees to indemnify each Administrative Each Borrower indemnifies the Agent, the Syndication Agent Documentation Agent, the Letter of Credit Issuer and each Lender, each of Lender and their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and agrees to hold the Agent, the Letter of Credit Issuer, each Indemnitee Lender and each such person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Agent, the Documentation Agent, the Letter of Credit Issuer, the Lender or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the consummation use of the transactions contemplated by this Agreement, (ii) the use any of the proceeds of the Loans or of any Letter of Credit, (ii) this Agreement, any of the Security Documents, or the other documents contemplated hereby or thereby, except, as to any Lender, as a result of a breach thereof by such Lender (iii) the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including but not limited to the making of the Total Commitment) and consummation of the transactions contemplated hereby and thereby, (iv) breach of any representation or warranty, or (v) any claim, litigation, investigation or proceeding proceedings relating to the Related Transactions and/or any of the foregoing, whether or not the Agent, the Documentation Agent, the Letter of Credit Issuer, any Indemnitee Lender or any such person is a party thereto; provided provided, however, that (A) such indemnity shall not, as to the Agent, the Documentation Agent, the Letter of Credit Issuer or any IndemniteeLender, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to lossesthe Agent, claimsthe Documentation Agent, damages, liabilities the Letter of Credit Issuer or related expenses that result from disputes solely between Lendersany Lender. (c) Each Borrower indemnifies, and agrees to defend and hold harmless the Agent, the Letter of Credit Issuer 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 any Borrower or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law and to remove any Lien arising therefrom except to the extent caused by the gross negligence, bad faith or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. (d) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or the Notes, or any investigation made by or on behalf of any Administrative the Agent, the Syndication Agent Letter of Credit Issuer or any Lender. All amounts due under this Section 11.04 shall be payable on written demand therefortherefor (which demand shall include a reasonable description of such amounts).

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by (i) the Administrative Agents Agent and the Arrangers in connection with entering into this Agreement or any other Loan Document or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by (ii) the Administrative Agents Agent, the Arrangers or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents Agent, the Arrangers and, in the case of enforcement, each Lender. (b) The Company Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent and Arrangers, each Lender, each of their Affiliates and the directors, officers, employees and agents respective Related Parties of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, disbursements and expensesother charges of counsel, incurred by or asserted against any Indemnitee arising out of or in connection with (i) the consummation of the transactions contemplated by this AgreementAgreement (including the syndication of the credit facilities provided for herein), (ii) any Loan or the use of the proceeds of the Loans therefrom or (iii) 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, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that provided, that, (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that a court of competent jurisdiction has determined by a final non-appealable judgment that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions To the fullest extent permitted by applicable law, the Borrower shall not assert, or permit any of this Section shall remain operative its Affiliates or Related Parties to assert, and each 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 full force and effect regardless of the expiration of the term of connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the consummation Transactions, any Loan or the use of the transactions contemplated herebyproceeds thereof. (d) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.05(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any 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 sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, that, the repayment unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this Section 10.05(d) are several and not joint. The failure of any Lender to make any payment pursuant to this Section 10.05(d) shall not relieve any other Lender of its corresponding obligation to do so, and no Lender shall be responsible for the Loans, the invalidity or unenforceability failure of any term or provision of other Lender to so make its payment pursuant to this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. Section 10.05(d). (e) All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Whether or not the transactions contemplated hereby are consummated, the Grantors agree to pay or reimburse: (i) the Collateral Agent for all reasonable out-of-pocket and documented costs and invoiced expenses incurred by the Administrative Agents (including reasonable and documented external legal fees and expenses) in connection with entering into with: (A) the negotiation, preparation, execution and delivery of this 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 or any other such document (whether or not consummated) and (ii) the Collateral Agent and each of the Secured Parties for all of their reasonable and documented costs and invoiced expenses (including reasonable and documented external legal fees and expenses) in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder enforcement or thereunder, including the fees and disbursements collection proceedings resulting from any Event of counsel for the Administrative Agents and, in the case of enforcement, each LenderDefault. (b) The Company Each Grantor agrees to defend, protect, indemnify and hold harmless each Administrative Agent, the Syndication Agent Secured Party and each Lender, each of their Affiliates and the respective directors, officers, employees employees, attorneys, representatives and agents of the foregoing (each such Person being called each, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all lossesLosses that may at any time be incurred by, claimsimposed on or assessed against the Indemnitees directly or indirectly based on, damagesor arising or resulting from, liabilities and or in any way related expensesto, including reasonable counsel fees and expensesor by reason of any investigation, incurred by litigation or asserted against any Indemnitee arising out of other proceeding (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee of the Indemnitees is a party theretothereto and whether or not any such investigation, litigation or other proceeding is between or among any of the Indemnitees, the Grantors or any other Person or otherwise) related to the entering into and/or performance of this Agreement or the consummation of any transactions contemplated herein or in any other Credit Document or any other document or agreement delivered in connection herewith or the exercise of any of their rights or remedies provided herein or in the other Credit Documents (the “Indemnified Matters”) regardless of when such Indemnified Matter arises; provided that (A) but excluding any such indemnity shall not, as to any Indemnitee, be available Indemnified Matter to the extent that such losses, claims, damages, liabilities or related expenses resulted from based on the gross negligence or willful misconduct of such the Indemnitee and (B) such indemnity to be indemnified. In no event shall not apply any Secured Party be liable to lossesany Person for any special, claims, damages, liabilities punitive or related expenses that result from disputes solely between Lendersconsequential damages in connection with the transactions contemplated hereby. (c) The provisions To the extent that any undertaking in clause (b) may be unenforceable because it is violative of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreementany Applicable Law or public policy, the consummation Grantors shall contribute the maximum portion that it is permitted to pay and satisfy Applicable Law to the payment and satisfaction 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. such undertaking. (d) All amounts due payable or indemnifiable under this Section shall be secured by the Collateral and shall be immediately due and payable on written demand therefordemand.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel (including the allocated charges of in-house counsel) for the Administrative 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, each Lendermodification or waiver of the provisions hereof. (b) The Company Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each Affiliate of any of the foregoing persons and each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 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 by this Agreementhereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) 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 invalidity or unenforceability of any term or provision of this Agreement Agreement, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agents Bank and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Bank, in connection with entering into this Agreement the preparation, negotiation and administration of the Credit 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 shall be consummated), (ii) all reasonable out-of-pocket expenses paid to third parties by the Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Bank, including the reasonable fees, charges and disbursements and other charges of a single counsel), or incurred by any counsel for the Administrative Agents or any Lender Bank in connection with the enforcement or protection of their its rights in connection with this Agreement Agreement, including its rights under this Section, or in connection with the Loans made hereunder or thereunderany Letters of Credit issued hereunder, including the fees and disbursements all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counsel for the Administrative Agents and, in the case such Letters of enforcement, each LenderCredit. (b) The Company agrees to Borrower shall indemnify each Administrative Agent, the Syndication Agent Bank and each Lender, each of their Affiliates and the directors, officers, employees and agents Affiliate of the foregoing Bank (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable the fees, charges and disbursements of any expert witness or counsel fees and expensesfor any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated by this Agreement, hereby; (ii) any Letter of Credit or the use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under a Letter of Credit if the Loans or documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnitee in connection with any Letter of Credit; (iv) any independent undertakings issued by the beneficiary of any Letter of Credit; (v) any unauthorized, fraudulent or improper Instructions or error in computer transmission; (vi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnitee; (vii) 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 (viii) 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 regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section shall remain operative and in full force and effect regardless of To the expiration of the term of this Agreementextent permitted by applicable law, the consummation 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 contemplated hereby, or Letter of Credit or the repayment of any use of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. proceeds thereof. (d) All amounts due under this Section shall be payable on not later than 15 days after written demand therefor.

Expenses; Indemnity. (a) The Company Each Credit Party agrees to to, jointly and severally, pay or reimburse Lender for all reasonable out-of-pocket costs and expenses (including, without limitation, the fees and expenses of all counsel, advisors, consultants and auditors) incurred by the Administrative Agents Lender in connection with entering into with: (i) the review, preparation, negotiation, execution, delivery, performance and enforcement of this Agreement or in connection with and the other Credit Documents, any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions contemplated shall be consummated), or incurred by the Administrative Agents or any Lender in connection with ; (ii) the enforcement or protection of their Lender’s rights in connection with this Agreement and the other Credit Documents or in connection with the Loans; (iii) any services rendered by any third-party service providers whose fees are payable pursuant to Section 5.1(b) of this Agreement, (iv) any advice in connection with the administration of the Loans made hereunder or thereunderthe rights under this Agreement or the other Credit Documents; (iv) any litigation, including the fees dispute, suit, proceeding or action (whether instituted by or between any combination of Lender, any Credit Party or any other Person), and disbursements of counsel for the Administrative Agents andan appeal or review thereof, in any way relating to the case Collateral, this Agreement, any other Credit Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (v) any effort (x) to monitor the Loans, (y) to evaluate, observe or assess any Borrower or any other Credit Party or the affairs of enforcementsuch Person, and (z) to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral. In addition to the foregoing, each LenderCredit Party agrees to pay Lender a fee of $1,000 for each amendment, modification, supplement or restatement of any Credit Document entered into by Lender and the Credit Parties. Each Credit Party further agrees, jointly and severally, to indemnify Lender from and agrees to hold it harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any of the other Credit Documents. (b) The Company Each Credit Party agrees to to, jointly and severally, indemnify each Administrative AgentLender, the Syndication Agent LC Issuers, their correspondents and each Lender, each of their Affiliates and the respective directors, shareholders, officers, employees and agents of the foregoing (each such Person being called each, an “IndemniteeIndemnified Person”) against, and agrees to hold each Indemnitee Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee Indemnified Person arising out of, in any way connected with or as a result of (i) the use of any of the proceeds of any Loan or the use of any Loan, (ii) the goods or transactions financed by the Loans, (iii) this Agreement, any other Credit Document or any other document contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder and thereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or (iiiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not any Indemnitee Indemnified Person is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any IndemniteeIndemnified Person, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersLender. (c) The provisions of this Section 13.3 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, Agreement and the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 13.3 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into this Agreement or any other Credit Document or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel)thereof, or incurred by the Administrative Agents Agent or any Lender Bank in connection with the preparation of, or enforcement or protection of their rights in connection with with, this Agreement or any other Credit Document or in connection with the Loans made hereunder or thereunderLetters of Credit issued hereunder, including the fees and disbursements of counsel for the Administrative Agents andAgent or, in the case of enforcementpreparation, each Lenderenforcement or protection, Banks. (b) The Company Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent Banks, their respective Affiliates, and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the execution or delivery of this Agreement, any other 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 contemplated by this Agreementthereby, (ii) the use of the proceeds Letters of the Loans Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 LoansLetters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Lender in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereundermade, including the fees and disbursements of Xxxxx Xxxxx LLP, special counsel for the Administrative Agents Lender, and, in connection with any such amendment, modification or waiver made in connection with any such enforcement or protection, the case fees and disbursements of enforcementany other counsel for the Lender. The Borrower further agrees that it shall indemnify the Lender from and hold it harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company agrees to Borrower will indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing its Related Parties (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and 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 by the 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 by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans by the Borrower or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to lossesor any of its controlled Related Parties, claimsin each case as determined by a final, damages, liabilities or related expenses that result from disputes solely between Lendersnonappealable judgment of a court of competent jurisdiction. (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 the Borrower 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 the Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approval of the Borrower (not to be unreasonably withheld). (d) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor. (e) 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, any Loan Document or any agreement or instrument contemplated thereby, any Loan or the use of the proceeds thereof.

Expenses; Indemnity. (a) The Company agrees to pay Luxco and its Subsidiaries, jointly and severally, will pay, and will indemnify, exonerate and hold each holder of Registrable Securities and, as applicable, its Indemnitees free and harmless from and against any and all reasonable liability for payment of, the out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Administrative Agents Indemnitees or any of them before or after the date of this Agreement, in connection with entering into with: (a) negotiation and execution of this Agreement or in connection with any amendments, modifications or waivers of and the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred agreements entered into by the Administrative Agents or any Lender Indemnitees in connection with the enforcement of their rights in connection with this Agreement or in connection with Acquisition (the Loans made hereunder or thereunder“Transaction Agreements”), including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing any amendments or waivers (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (Athe same become effective) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities under or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term respect of this Agreement, the consummation other Transaction Agreements, or the Articles, and (c) the interpretation of, and enforcement of the transactions contemplated herebyrights granted under, this Agreement, the repayment other Transaction Agreements, or the Articles. If and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, Luxco and its Subsidiaries, jointly and severally, hereby agree to make the maximum contribution to the payment and satisfaction of each of the foregoing indemnified liabilities that is permissible under applicable law. The rights of any of the LoansIndemnitee to indemnification in this Section 6.2 will be in addition to any other rights any such Person may have under this agreement, the invalidity any other agreement or unenforceability of any term or provision of this Agreement instrument referenced above or any investigation made by other agreement or on behalf of any Administrative Agent, the Syndication Agent instrument to which such Indemnitee is or any Lender. All amounts due becomes a party or is or otherwise becomes a beneficiary or under this Section shall be payable on written demand thereforlaw or regulation.

Expenses; Indemnity. (a) The Company Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Cravath, Swaine & Moorx, xxunsel for the Administrative Agent, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agents andAgent or any Lender. Each Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or any of the other Loan Documents. (b) The Company Each Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent each Lender and each Lender, each of their Affiliates and the 93 87 respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto or (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or its Subsidiaries, or any Environmental Liability related in any way to the Borrower or its subsidiaries; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agents in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents or any Lender in connection with the enforcement or preservation of their any rights under this Agreement, any other Credit Documents, and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Lender (but excluding fees and disbursements incurred on or prior to the date hereof in connection with this Agreement negotiating and preparing the Credit Documents); provided, however, that in the event of any litigation between the Borrower and the Lender initiated prior to any Event of Default specified in Section 8.01(g) or (h) and arising out of the matters set forth in connection with the Loans made hereunder or thereunderSection 4.04(b)(i), including the fees and disbursements of counsel for to the Administrative Agents andLender shall be borne by the Borrower if and only if the Lender is the prevailing party. The Borrower also agrees to indemnify the Lender against any transfer taxes, in documentary taxes, assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderany Credit Document. (b) The Company Borrower agrees to indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the its directors, officers, employees employees, agents and agents Affiliates (for purposes of the foregoing (each such Person being called this paragraph, each, an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all lossesclaims, claimsliabilities, damages, liabilities losses, costs, charges and related expenses, expenses (including reasonable counsel fees and expenses, expenses of 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 any Credit Document or any agreement or instrument contemplated by any Credit Document, the performance by the parties thereto of their respective obligations under any Credit Document, the enforcement or preservation by the parties thereto of their respective rights under any Credit Document or the consummation of the transactions contemplated by this Agreementany Credit Document, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A. The provisions of this Section 4.04(b) such indemnity shall notnot operate or be construed to indemnify the Lender against, as to or hold it harmless from, any Indemniteeclaims, be available to the extent that such losses, claimsliabilities, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claimscosts, damages, liabilities charges and expenses (including fees and expenses of counsel) incurred by or related expenses that result from disputes asserted against the Lender arising out of or connected with any litigation initiated prior to any Event of Default specified in Section 8.01(g) or (h) solely between Lendersthe Borrower and the Lender in which the Lender is not the prevailing party. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 4.04 shall be payable on in immediately available funds upon written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers agree to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel)hereof, or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made or Letters of Credit issued hereunder or thereunderunder any Local Currency Addendum, including the fees and disbursements of counsel for the Administrative Agents andAgent or, in the case of enforcement, each Lenderthe Lenders. (b) The Company agrees Borrowers agree to indemnify each the Administrative Agent, the Syndication Agent and Issuing Banks, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by 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; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related 60 55 expenses are determined by a final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent Issuing Banks or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderthe Notes issued hereunder, including the reasonable fees and disbursements of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agent, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the fees and disbursements of any other counsel for the Administrative Agents andAgent or any Bank. The Company further agrees that it shall indemnify the Agent and the Banks from and hold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or any of the other Loan Documents. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent each Bank and each Lender, each of their Affiliates and the its directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and 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 of the transactions contemplated by this Agreementthereby, including, without limitation, any of the foregoing losses relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries, (ii) the use or proposed use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company FCX agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement Security Agent or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents or any Lender Agent in connection with the exercise, enforcement or protection of their the rights in connection with this Agreement or in connection with remedies of any of the Loans made hereunder or thereunderSecured Parties under each of the Loan Documents, including the fees fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agents andSecurity Agent, in and the case fees, charges and disbursements of enforcement, each Lenderany other counsel for the Security Agent or the Agent. (b) The Company FCX agrees to indemnify each Administrative Agent, of the Syndication Agent Secured Parties and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the consummation exercise, enforcement or purported exercise or enforcement by the Security Agent or the Agent of any of the rights and remedies of any of the Secured Parties hereunder (including, without limitation, any exercise by the Security Agent or the Agent of any action in accordance with Section 5 of this Agreement) or under any of the other Loan Documents, or the Transactions and the other transactions contemplated by this Agreement, hereby or (ii) the use of the proceeds of the Loans any actual or (iii) any threatened claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply it being understood that actions contemplated by the Loan Documents will in no event be deemed to losses, claims, damages, liabilities constitute gross negligence or related expenses that result from disputes solely between Lenderswilful misconduct). (c) The provisions of this Section 18 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation consumma- tion of the transactions contemplated hereby, the and repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Security Agent or any Lenderother Secured Party. All amounts due under this Section 18 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the syndication of the credit facility 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 (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions hereby or thereby contemplated shall be consummated), or incurred during the continuance of a Default or Event of Default by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their its rights in connection with under this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for the Administrative Agent, each the Collateral Agent or any Lender. (b) The Company agrees to Borrower shall indemnify each the Administrative Agent, the Syndication Agent each Lender and each Lender, Affiliate of any of the foregoing persons and each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the consummation 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 and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or and (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided , provided, however, that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 10.04 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.04 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrower agrees: (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agents in connection with entering into the preparation and execution of, and any amendment, supplement or modification to, this Agreement or and any other documents prepared in connection with any amendmentsherewith or therewith, modifications or waivers and the consummation of the provisions hereof or thereof (including transactions contemplated hereby and thereby, including, without limitation, the reasonable feesfees and disbursements of Sullxxxx & Xromxxxx, disbursements xxunsel to the Lender; and other charges of a single counsel), (ii) to pay or reimburse the Lender for all reasonable costs and expenses incurred by the Administrative Agents or any Lender in connection with the enforcement or preservation of their any rights in connection with under this Agreement or in connection with and any such other documents, including, without limitation, the Loans made hereunder or thereunder, including the reasonable fees and disbursements of counsel for to the Administrative Agents andLender. The Borrower also agrees to indemnify the Lender against any transfer taxes, in documentary taxes, assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement. (b) The Company Borrower agrees to indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the its directors, officers, employees partners, employees, agents and agents Affiliates (for purposes of the foregoing (each such Person being called this paragraph, each, an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all lossesclaims, claimsliabilities, damages, liabilities losses, costs, charges and related expenses, expenses (including reasonable counsel fees and expenses, expenses of 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 agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 4.04 shall be payable on in immediately available funds upon written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into 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 requested by the Borrowers or made pursuant to Section 10.17 (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement Agreement, the other Loan Documents or the Loans made hereunder, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender, provided, however, that the Borrowers shall not be obligated to pay for expenses incurred by the Administrative Agent or a Lender in connection with the assignment of Loans made hereunder to an assignee Lender (except pursuant to Section 2.21) or thereunder, including the fees and disbursements sale of counsel for the Administrative Agents and, in the case of enforcement, each LenderLoans to a participant pursuant to Section 10.04. (b) The Company agrees Borrowers jointly and severally agree to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each Affiliate of any of the foregoing Persons and each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by CCSC or any of the Subsidiaries, or any Environmental Claim related in any way to CCSC or the Subsidiaries; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable expenses resulted from arise (a) in connection with any action by any stockholder or creditor of the Indemnitee (in its capacity as such), (b) in connection with any action by any Borrower, by reason of the Indemnitee's negligence or (c) in connection with any action not brought by any Borrower or any stockholder or creditor of the Indemnitee (in its capacity as such), by reason of the Indemnitee's gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenderswilful misconduct. (c) The provisions of this Section 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 Revolving Credit Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and the Issuing Bank in connection with entering into the preparation of this Agreement and the other 128 127 Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderthe Notes or Letters of Credit issued hereunder, including the fees and disbursements of Cravath, Swaine & Moorx, xxunsel for the Agent, and, in connection with any such enforcement or protection, the fees and disbursements of any other counsel for the Administrative Agents andAgent, the Issuing Bank or any Lender (including, in connection with any such enforcement or protection, the case allocated costs of enforcementin house counsel). The Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent and each LenderIssuing Bank, each of their Affiliates Lender and the its directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and 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 of the transactions contemplated by this AgreementTransactions, (ii) the use of any Letter of Credit or the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders.Indemnitee. 129 128 (c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative the Agent, the Syndication Agent Issuing Bank or any Lender. All amounts due under this Section shall be payable on not later than 10 Business Days after written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by (i) the Administrative Agents Agent and the Arrangers in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), ) or incurred by (ii) the Administrative Agents Agent, the Arrangers or any Lender in connection with the enforcement of their rights in connection with this Agreement and any other Loan Document or in connection with the Loans made hereunder or thereundermade, including the fees and disbursements of counsel for the Administrative Agents Agent and the Arrangers and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each the Administrative Agent, the Syndication Agent and Arrangers, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesfees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this AgreementAgreement (including the syndication of the credit facilities provided for herein), (ii) any Loan or the use of the proceeds of the Loans therefrom or (iii) 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, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) To the fullest extent permitted by applicable law, 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 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 or any Loan or the use of the proceeds thereof. (d) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents and the Syndication Agent in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents Agents, the Syndication Agent or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and the Syndication Agent and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and Agent, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesfees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section 15.5 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 invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative AgentAgents, the Syndication Agent or any Lender. All amounts due under this Section 15.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Westinghouse agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents any Agent, any Lender or any Issuing Lender in connection with the enforcement or protection of their the rights in connection with of the Agents, the Lenders or the Issuing Lenders under this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderthe Letters of Credit issued hereunder, including including, without limitation, the fees reasonable fees, charges and disbursements of counsel Simpxxx Xxxxxxx & Xartxxxx, xxunsel for the Administrative Agents Agents, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for any Agent, each Lender or Issuing Lender. (b) The Company Westinghouse agrees to indemnify and hold harmless each Administrative Agent, the Syndication Agent and each Lender, each Issuing Lender and each of their Affiliates and the respective directors, officers, employees employees, affiliates and agents of the foregoing (each such Person being called each, an “Indemnitee”"Indemnified Person") against, and to hold reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related other expenses ("Losses") to which such Indemnified Person becomes subject insofar as such Losses arise out of or in any way relate to or result from (i) the Merger, (ii) the execution or delivery of this Agreement, any Letter of Credit or any other Loan Document or any agreement or instrument contemplated hereby or thereby (and any amendment hereto or thereto), the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or (iii) the use (or proposed use) of the proceeds of the Loans or other extensions of credit hereunder, including, without limitation, Losses consisting of reasonable legal or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided that the foregoing will not apply to any Losses to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnified Person. (c) The provisions of this Section 8.5 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 8.5 shall be payable on written demand therefor.. LAW2:13233 79 74

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby 67 63 contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Cravath, Swaine & Moorx, xxunsel for the Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for the Administrative Agents andAgent or any Bank. The Borrower further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent each Bank and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) in the case of the Agent or any Bank, any unexcused breach by the Agent or such Bank of any of its obligations under this Agreement or (b) the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 9.05 shall be payable on written demand therefor.. 68 64

Expenses; Indemnity. (a) The Company CBS agrees to pay all reasonable legal and other out-of-pocket expenses incurred by X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., in their capacities as Joint Lead Arrangers, and by the Administrative Agents Agent and their respective affiliates in connection with entering into the preparation, negotiation, execution and delivery of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents any Agent, any Lender or any Issuing Lender in connection with the enforcement or protection of their the rights in connection with of the Agents, the Lenders or the Issuing Lenders under this Agreement or in connection with the Loans made hereunder or thereunderthe Letters of Credit issued hereunder, including including, without limitation, the fees reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for X.X. Xxxxxx Securities LLC and CGMI, in their capacities as Joint Lead Arrangers, and the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for any Agent, each Lender or Issuing Lender. (b) The Company CBS agrees to indemnify and hold harmless each Administrative Agent, the Syndication Agent and each Lender, each Issuing Lender and each of their Affiliates and the respective directors, officers, employees employees, affiliates and agents of the foregoing (each such Person being called each, an “IndemniteeIndemnified Person”) against, and to hold reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related other expenses (“Losses”), to which such Indemnified Person becomes subject insofar as such Losses arise out of or in any way relate to or result from (i) the execution or delivery of this Agreement, any Letter of Credit or any agreement or instrument contemplated hereby (and any amendment hereto or thereto), the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or (ii) the use (or proposed use) of the proceeds of the Loans or other extensions of credit hereunder, including, without limitation, Losses consisting of reasonable legal, settlement or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided, that the foregoing will not apply to any Losses to which an Indemnified Person becomes subject to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and Indemnified Person. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (B) such indemnity shall provided, that the foregoing will not apply to losses, claims, damages, liabilities any Losses to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or related expenses that result from disputes solely between Lenderswillful misconduct of such Indemnified Person). (c) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against an Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof. (d) Each Lender shall indemnify within ten days after demand therefor, the Administrative Agent for the full amount of any Taxes, and CBS for the full amount of any Excluded Taxes imposed by any Governmental Authority which are attributable to such Lender that are payable or paid by the Administrative Agent (other than such amounts which are paid or indemnified by any Borrower pursuant hereto) and/or CBS, as the case may be, and all reasonable expenses arising therefrom or with respect thereto as determined by the indemnified party in good faith; provided, that no Lender shall be liable to the indemnified party for the portion of any interest, expenses, or penalties resulting from the gross negligence or willful misconduct of the indemnified party or any of its directors, officers, employees or agents. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or CBS, as the case may be, shall be conclusive absent manifest error. (e) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 9.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and the Arrangers in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents Agent, the Arrangers or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents Agent and the Arrangers and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each the Administrative Agent, the Syndication Agent and Arrangers, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesfees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related relate expenses that result from disputes solely between Lenders. (c) The provisions of this Section 11.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 11.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and X.X. Xxxxxx Securities Inc., as lead arranger, in connection with entering into the preparation, negotiation, execution and delivery of this Agreement (subject to the limitations set forth in the letter dated June 18, 2003 from JPMorgan Chase Bank and X.X. Xxxxxx Securities Inc. to the Borrowers) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel)hereof, or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or any other Loan Document or in connection with the Loans made hereunder or thereunderhereunder, including the reasonable fees and disbursements of counsel for the Administrative Agents Agent and an additional counsel for the other Lenders (including, the reasonable allocated costs of in-house counsel) and, in the case addition, fees and disbursements of enforcement, each Lenderappropriate local counsel. (b) The Company Each Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents Administrative Agents of the foregoing (each such Person being called an “Indemnitee”" Indemnitee ") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesexpenses (including the reasonable allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out 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 contemplated by this Agreementhereby or thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful or intentional misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that arose as a result from disputes solely of a dispute between Lendersthe Administrative Agent or any of the Lenders or any litigation brought by any securityholder of the Administrative Agent or the Lenders in its capacity as such. (c) The provisions of this Section and of Sections 2.14(b), 2.14(c), 2.14(d), 2.14(e) and 2.16 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 investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket costs and expenses (i) incurred by the Administrative Agents Agent and the Lead Arranger in connection with entering into 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 (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or (ii) incurred by the Administrative Agents Agent, the Lead Arranger or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees fees, disbursements and disbursements other charges of counsel for the Administrative Agents Agent, the Lead Arranger and the Lenders, and, in connection with any such enforcement or protection, fees, disbursements and other charges of counsel as the case of enforcementAdministrative Agent, each Lenderthe Lead Arranger or any Lender determine to be reasonably necessary. (b) The Company Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent Lead Arranger, each Lender and each Lender, each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing persons and their successors and assigns (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all lossescosts, claims, damages, liabilities and related expenses, expenses (including reasonable fees, disbursements and other charges of counsel fees and expenses, incurred by or asserted against any liabilities of such Indemnitee 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or Loan, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether (A) such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates or (B) the Indemnitees are a party to such claim, litigation, investigation or proceeding), 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 its Subsidiaries, or any Environmental Liability related in any way to the Borrower or its Subsidiaries; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such lossescosts, claims, damages, expenses or liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersits Related Parties). (c) To the extent permitted by applicable law, the Loan Parties shall not assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the Transactions, the Loans or the use of the proceeds thereof. (d) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the LoansLoan, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents and the Arrangers in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents Agents, the Arrangers or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and the Arrangers and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and Arrangers, each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesfees, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (Ax) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful wilful misconduct of such Indemnitee and (By) such indemnity shall not apply to losses, claims, damages, liabilities or related relate expenses that result from disputes solely between Lenders. (c) The provisions of this Section 13.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative AgentAgents, the Syndication Agent or any Lender. All amounts due under this Section 13.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and the Issuing Bank in connection with entering into the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Papers or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Papers, or in connection with the Loans made hereunder or thereunderLetters of Credit issued hereunder, including the fees reasonable fees, charges and disbursements of Xxxxxxx, Xxxxxxx & Xxxxxxx, P.C., counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case fees, charges and disbursements of enforcement, each any other counsel for the Administrative Agent or any Lender. (b) The Company Borrower agrees to indemnify each the Administrative Agent, each Lender and the Syndication Agent Issuing Bank, each Affiliate of any of the foregoing Persons and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 and the other Loan 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or issuance of Lenders of Credit, (iii) the Corporate Restructuring or any transactions connected therewith or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of, or breach of contract by, such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) 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 other Loan Papers, 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 Agreement, any other Loan Paper, or any investigation made by or on behalf of any the Administrative Agent, any Lender or the Syndication Agent or any LenderIssuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company FCX agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents in connection with entering into this Agreement Security Agent or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents or any Lender Agent in connection with the exercise, enforcement or protection of their the rights in connection with this Agreement or in connection with remedies of any of the Loans made hereunder or thereunderSecured Parties under each of the Loan Documents, including the fees fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agents andSecurity Agent, in and the case fees, charges and disbursements of enforcement, each Lenderany other counsel for the Security Agent or the Agent. (b) The Company FCX agrees to indemnify each Administrative Agent, of the Syndication Agent Secured Parties and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the consummation exercise, enforcement or purported exercise or enforcement by the Security Agent or the Agent of any of the rights and remedies of any of the Secured Parties hereunder (including, without limitation, any exercise by the Security Agent or the Agent of any action in accordance with Section 5 of this Agreement) or under any of the other Loan Documents, or the Transactions and the other transactions contemplated by this Agreement, hereby or (ii) the use of the proceeds of the Loans any actual or (iii) any threatened claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee Indem- xxxxx is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply it being understood that actions contemplated by the Loan Documents will in no event be deemed to losses, claims, damages, liabilities constitute gross negligence or related expenses that result from disputes solely between Lenderswilful misconduct). (c) The provisions of this Section 18 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation consumma- tion of the transactions contemplated hereby, the and repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Security Agent or any Lenderother Secured Party. All amounts due under this Section 18 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and the Issuing Bank in connection with entering into the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Papers or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the Loan Papers, or in connection with the Loans made hereunder or thereunderLetters of Credit issued hereunder, including the fees reasonable fees, charges and disbursements of Xxxxxxx, Xxxxxxx & Xxxxxxx, P.C., counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcement, each any other counsel for the Administrative Agent or any Lender. (b) The Company Borrower agrees to indemnify each the Administrative Agent, each Lender and the Syndication Agent Issuing Bank, each Affiliate of any of the foregoing Persons and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 and the other Loan 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or issuance of Lenders of Credit, (iii) the Corporate Restructuring or any transactions connected therewith or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of, or breach of contract by, such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) 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 other Loan Papers, 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 Agreement, any other Loan Paper, or any investigation made by or on behalf of any the Administrative Agent, any Lender or the Syndication Agent or any LenderIssuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Lender and its Affiliates in connection with entering into the preparation 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 (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender in connection with the enforcement or protection of their rights (as such rights may relate to any Borrower or any Subsidiary) in connection with this Agreement and the other Loan Documents or in connection with the Loans Loan made hereunder or thereunderthe Notes issued hereunder, including counsel for Lender, including the fees and disbursements allocated costs of counsel for the Administrative Agents and, in the case of enforcement, each Lenderin-house counsel. (b) The Company Borrower agrees to indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the its respective directors, officers, employees employees, agents and agents of the foregoing Affiliates (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and 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 of the Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans Loan or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. 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 Borrower from any liability which Borrower may have hereunder only if, and to the extent that such failure results in the forfeiture by Borrower of substantial rights and defenses, and shall not in any event relieve Borrower from any other obligation or liability that Borrower may have to any Indemnitee otherwise than under this Agreement. If Borrower so elects or is requested by such Indemnitee, 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 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 Borrower or if 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 Borrower shall pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which Borrower assumes, the Indemnitee shall have the right to participate in such litigation and to retain its own counsel at the Indemnitee's own expense. 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 (Bwhether or not an Indemnitee is an actual or potential party to such claim, action, suit or proceeding) unless such indemnity shall 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 apply to lossesxxx each Indemnitee, claimsor another similar alternative which is consented to by each Indemnitee party to such claim, damagesaction, liabilities suit or related expenses that result proceeding, which covenant not to xxx or other approved alternative has the effect of an unconditional release of each Indemnitee hereunder from disputes solely between Lendersall liability arising out of such claim, action, suit or proceeding. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderthe Notes issued hereunder, including the fees fees, charges and disbursements of Cravath, Swaine & Mooxx, xounsel for the Agent, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the fees, charges and disbursements of any other internal or external counsel for the Administrative Agents andAgent, the Issuing Bank or any Bank and (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the case issuance, amendment, renewal or extension of enforcementany Letter of Credit or any demand for payment thereunder. The Borrower further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent Issuing Bank and each Lender, Bank and each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans and of the Letters of Credit (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any 79 74 Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative the Agent, the Syndication Agent Issuing Bank or any LenderBank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the fees and disbursements of counsel for the Administrative Agents Agent in connection with entering into this Agreement or and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including hereof, and agree, jointly and severally, to pay the reasonable fees, disbursements and other charges of a single counsel), or out-of-pocket expenses incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderhereunder, including the reasonable fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Agent or any Lender. (b) The Company agrees Borrowers agree, jointly and severally, to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) or from such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee's violation of the Federal securities laws prohibiting insider trading. (c) The provisions of this xxxxxxxxxx xx xhis Section 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 investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderthe Notes issued hereunder, including the fees reasonable fees, charges and disbursements of Xxxxx & Xxx Xxxxx, PLLC, counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for the Administrative Agent or any Bank. The Company further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Company agrees to indemnify each the Administrative Agent, the Syndication Agent and each LenderBank, each of their Affiliates and each of the foregoing persons' respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 instrument or agreement contemplated hereby, the arrangement or syndication of the credit facilities provided for hereby, performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agents Agent, and, in connection xxxx any such amendment, modification or waiver or any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for the Administrative Agent or any Lender. Each Borrower further agrees that it shall indemnify the Lenders from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company Each Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each any of their respective Affiliates that have made Loans as provided in Section 2.2(b) and the respective directors, officers, employees and agents of the foregoing persons (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto or (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or its Subsidiaries, or any Environmental Liability related in any way to the Borrower or its subsidiaries; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable and documented fees, disbursements and other charges of a single counsel), or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents Agent and, in the case of enforcement, each Lender. (b) The Company agrees to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans and the use of the Letters of Credit or (iii) any claim, litigation, investigation or proceeding brought by the Company, its creditors, its equity holders or any other third party relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted result from the gross negligence or willful misconduct of such Indemnitee or any of its Affiliates and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section 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 investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement Agreement, the Exchange Notes or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender (other than the Initial Lenders) in connection with the enforcement or protection of their its rights in connection with this Agreement or the Exchange Notes or in connection with the Loans made hereunder or thereunderthe Notes issued hereunder, including the fees fees, charges and disbursements of counsel Cravath, Swaine & Moorx, xxunsel for the Administrative Agents and, in connection with any such enforcement or protection, the case fees, charges and disbursements of enforcement, each Lenderany other counsel for the Agent or any Lender (other than the Initial Lenders). (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent and each Lender, each Affiliate of any of the foregoing persons and each of their Affiliates and the respective directors, trustees, officers, employees employees, agents and agents of the foregoing controlling persons (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release (as defined in the Existing Credit Agreement) or threatened Release of Hazardous Materials (as defined in the Existing Credit Agreement) on any property presently or formerly owned, leased or operated by the Borrower or any of the Subsidiaries, or any Environmental Claim (as defined in the Existing Credit Agreement) related in any way to the Borrower or the Subsidiaries; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 7.05 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 or exchange of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement Agreement, or any investigation made by or on behalf of any Administrative Agent, the Syndication an Agent or any Lender. All amounts due under this Section 7.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Each Party agrees to pay all reasonable out-of-pocket its respective expenses incurred by the Administrative Agents such Lender (and each of its Affiliates) in connection with entering into the preparation and administration of this Agreement or and the other Loan Documents and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements transactions hereby or thereby contemplated shall be consummated) and other charges of a single counsel), or incurred by the Administrative Agents or any Lender Lenders (and each of its Affiliates) in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lenderhereunder. (b) The Company Borrower agrees to indemnify each Administrative Agent, the Syndication Agent Lenders and each Lender, each of their Affiliates and the directors, officers, employees and agents Related Party of the foregoing Lenders (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expensesconsultant or other expert 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans Loans, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or predecessors or any property currently or formerly owned, leased or operated by the Loan Parties or any of their respective subsidiaries or predecessors, including the Mortgaged Properties, or (iiiiv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by the Borrower, any other Loan Party or any of their respective Affiliates or any other Person); provided that (A) 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 primarily from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee and (BIndemnitee. This ‎Section 8.05(b) such indemnity shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities or and related expenses that result arising from disputes solely between Lendersany non-Tax claim. (c) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (d) The provisions of this Section ‎Section 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderLenders. All amounts due under this Section ‎Section 8.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay (i) all reasonable out-of-and documented out of pocket expenses incurred by the Lead Arrangers, the Administrative Agents Agent and its Affiliates (limited, in the case of legal fees, to the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent) in connection with entering into the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable fees, disbursements and other charges of a single counsel), or documented out-of-pocket expenses incurred by the Administrative Agents Agent or any Lender Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder or thereundermade, including the fees and disbursements all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counsel for the Administrative Agents and, in the case of enforcement, each Lendersuch Loans. (b) The Company agrees to indemnify each To the extent permitted by applicable law (i) the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent, any Lead Arranger, any Syndication Agents, any Documentation Agent and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet) except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Lender-Related Person (as determined by a court of competent jurisdiction in a final, non-appealable judgment), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (c) The Borrower shall indemnify the Administrative Agent, each Lead Arranger, each Syndication Agent, each Documentation Agent and each Lender, and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities Liabilities and related expenses, including any reasonable legal expenses of one firm of counsel fees for all Indemnitees, taken as a whole, and, if reasonably necessary, one firm of local counsel in each appropriate jurisdiction and expensesone firm of regulatory counsel in each appropriate jurisdiction, in each case for the Indemnitees, taken as a whole, and, in the case of an actual or perceived conflict of interest (as reasonably determined by an indemnified party), one additional firm of counsel in each relevant jurisdiction for the affected Indemnitees similarly situated, taken as a whole, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the consummation execution or delivery of the transactions contemplated by this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any Loan or the use of the proceeds of the Loans therefrom, or (iiiiv) any claim, litigation, investigation actual or proceeding prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Borrower or its equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (x) the bad faith, gross negligence or willful misconduct of such Indemnitee (or its Related Parties), (y) any material breach of the express obligations of such Indemnitee (or its Related Parties) under the Loan Documents or (z) any dispute solely between or among Indemnitees (not arising as a result of any act or omission by the Borrower or any of its Subsidiaries or Affiliates), other than claims against any Lender in its capacity as, or in fulfilling its role as, the Administrative Agent, Lead Arranger or any similar role under the Loan Documents. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. Settlement of any claim or litigation involving any material indemnified amount will require the approvals of the Borrower (Bnot to be unreasonably withheld or delayed) such indemnity and the relevant Indemnitee (not to be unreasonably withheld or delayed). This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities claims or related expenses that result damages arising from disputes solely between Lendersany non-Tax claim. (d) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) The provisions of this Section shall remain operative 9.03 to the Administrative Agent and in full force each of its Related Parties (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and effect regardless without limiting the obligation of the expiration Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), and agrees to indemnify and hold each Agent-Related Person harmless from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the term Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the consummation of other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby, the repayment of hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the Loansforegoing; provided that the unreimbursed expense or Liability or related expense, as the invalidity case may be, was incurred by or unenforceability asserted against such Agent-Related Person in its capacity as such; provided further that no Lender shall be liable for the payment of any term portion of such Liabilities, costs, expenses or provision disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement or any investigation made by or on behalf and the payment of any Administrative Agent, the Syndication Agent or any Lender. Loans and all other amounts payable hereunder. (e) All amounts due under this Section 9.03 shall be payable on promptly after written demand therefor.

Expenses; Indemnity. (a) The Company agrees Debtors, jointly and severally, agree to pay all reasonable out-of-pocket expenses reasonably incurred by the Administrative Agents Bank in connection with entering into the preparation of this Agreement Agreement, and the other Credit Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender Bank in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection any of the other Credit Documents or with the Loans made hereunder or thereunderthe Notes 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 fees and disbursements of counsel for of the Administrative Agents andBank. The Debtors, in jointly and severally, further agree that they shall indemnify the case Bank from and hold them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of enforcement, each Lenderthe execution and delivery of this Agreement or the Notes. (b) The Company agrees Debtors, jointly and severally, agree to indemnify each Administrative Agent, the Syndication Agent Bank and each Lender, each of their Affiliates and the its directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold the Bank and each Indemnitee such person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against the Bank or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the use of any of the proceeds of the Loans, (ii) this Agreement, any of the other Credit Documents or the other documents contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including but not limited to the making of the Revolving Credit Commitment) and consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans hereby and thereby; or (iii) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not the Bank or any Indemnitee such person is a party thereto; provided that (A) such indemnity shall not, as to the Bank, apply to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from (x) any unexcused breach by the Bank of any of its obligations under this Agreement or (y) the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersthe Bank. (c) The provisions of this Section 10.4 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, or the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or the other Credit Documents, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 10.4 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation, negotiation, execution and delivery of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel)hereof, or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or any other Loan Document or in connection with the Loans made hereunder or thereunderhereunder, including the reasonable fees and disbursements of counsel for the Administrative Agents andAgent or, in the case of enforcementenforcement or protection, each Lenderany Lender (including, without limitation, the allocated costs of in-house counsel). (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, 74 70 damages, liabilities and related expenses, including reasonable counsel fees and expensesexpenses (including, without limitation, the allocated costs of in-house counsel) , incurred by or asserted against any Indemnitee arising out 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 contemplated by this Agreementhereby or thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section and of Sections 2.13(d) and 2.15 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers agree, jointly and severally, to pay all reasonable out-of-pocket expenses incurred by the fees and disbursements of counsel for the Administrative Agents Agent in connection with entering into this Agreement or and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including hereof, and agree, jointly and severally, to pay the reasonable fees, disbursements and other charges of a single counsel), or out-of-pocket expenses incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderhereunder, including the reasonable fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Agent or any Lender. (b) The Company agrees Borrowers agree, jointly and severally, to indemnify each the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) or from such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee's violation of the Federal securities laws prohibiting insixxx xxxxxxx. (c) The provisions of this Section 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 investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred (i) by the Administrative Agents Agent in connection with entering into the preparation of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated), including the reasonable feesfees and disbursements of counsel to the Administrative Agent, disbursements and other charges of a single counsel), or incurred (ii) by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderany Notes issued hereunder, including the fees reasonable fees, charges and disbursements of counsel for the Administrative Agents and, in Agent and the case of enforcement, each LenderLenders. (b) The Company Borrower agrees to indemnify each the Administrative Agent, the Syndication Agent and each Lender, the Arrangers and each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreementhereby or thereby, (ii) any Loan or the use or proposed use of the proceeds of the Loans or therefrom, (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 other theory, whether brought by a third party or by the Borrower and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and or (By) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersa claim brought 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 competent 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 any the Administrative Agent, the Syndication 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 (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any 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 sought based on each Lender’s share of the aggregate principal amount of all Loans outstanding at such time) of such unpaid amount (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 (or any such sub-agent) 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) in connection with such capacity. (e) 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, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in Section 11.03(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Expenses; Indemnity. (a) The Company Each Credit Party agrees to to, jointly and severally, pay or reimburse Lender for all reasonable out-of-pocket costs and expenses (including, without limitation, the fees and expenses of all counsel, advisors, consultants and auditors) incurred by the Administrative Agents Lender in connection with entering into with: (i) the review, preparation, negotiation, execution, delivery, performance and enforcement of this Agreement or in connection with and the other Credit Documents, any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions contemplated shall be consummated), or incurred by the Administrative Agents or any Lender in connection with ; (ii) the enforcement or protection of their Lender’s rights in connection with this Agreement and the other Credit Documents or in connection with the Loans; (iii) any services rendered by any third-party service providers whose fees are payable pursuant to Section 5.1(b) of this Agreement, (iv) any advice in connection with the administration of the Loans made hereunder or thereunderthe rights under this Agreement or the other Credit Documents; (iv) any litigation, including the fees dispute, suit, proceeding or action (whether instituted by or between any combination of Lender, any Credit Party or any other Person), and disbursements of counsel for the Administrative Agents andan appeal or review thereof, in any way relating to the case Collateral, this Agreement, any other Credit Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (v) any effort (x) to monitor the Loans, (y) to evaluate, observe or assess any Borrower or any other Credit Party or the affairs of enforcementsuch Person, and (z) to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral. In addition to the foregoing, each LenderCredit Party agrees to pay Lender a fee of $1,000 for each amendment, modification, supplement or restatement of any Credit Document entered into by Lender and any Borrower. Each Corporate Credit Party further agrees, jointly and severally, to indemnify Lender from and agrees to hold it harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any of the other Credit Documents. (b) The Company Each Corporate Credit Party agrees to to, jointly and severally, indemnify each Administrative AgentLender, the Syndication Agent LC Issuers, their correspondents and each Lender, each of their Affiliates and the respective directors, shareholders, officers, employees and agents of the foregoing (each such Person being called each, an “IndemniteeIndemnified Person”) against, and agrees to hold each Indemnitee Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee Indemnified Person arising out of, in any way connected with or as a result of (i) the use of any of the proceeds of any Loan or the use of any Loan, (ii) the goods or transactions financed by the Loans, (iii) this Agreement, any other Credit Document or any other document contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder and thereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or (iiiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not any Indemnitee Indemnified Person Indemnity is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any IndemniteeIndemnified Person, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersLender. (c) The provisions of this Section 13.3 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, Agreement and the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 13.3 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and the Issuing Bank in connection with entering into the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Papers or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the Loan Papers, or in connection with the Loans made hereunder or thereunderLetters of Credit issued hereunder, including the fees reasonable fees, charges and disbursements of Xxxxxxx, Xxxxxxx & Xxxxxxx, P.C., counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcement, each any other counsel for the Administrative Agent or any Lender. (b) The Company Borrower agrees to indemnify each the Administrative Agent, each Lender and the Syndication Agent Issuing Bank, each Affiliate of any of the foregoing Persons and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 and the other Loan 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or issuance of 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; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of, or breach of contract by, such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) 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 other Loan Papers, 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 Agreement, any other Loan Paper, or any investigation made by or on behalf of any the Administrative Agent, any Lender or the Syndication Agent or any LenderIssuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers agree upon demand to pay pay, or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and each of the Arrangers for all of each such person’s reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agents in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof every type and nature (including the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Weil, Gotshal & Mxxxxx LLP) and for documentary taxes and other charges of a single counsel), or incurred by the Administrative Agents or any Lender each such person in connection with any of the following: (i) the 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 Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (iv) the protection, collection or enforcement of any Obligation or the enforcement of their rights any Loan Document, (v) the commencement, defense or intervention in connection with any court proceeding relating in any way to the Obligations, this Agreement or in connection any other Loan Document, (vi) the response to, and preparation for, any subpoena or request for document production with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for which the Administrative Agents andAgent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the case Obligations, this Agreement or any other Loan Document or (vii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and execution of enforcement, each Lenderthe same. (b) The Company agrees Borrowers further agree to indemnify 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 Administrative Agent or such Lenders or Issuers in connection with any of the 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 Howmet 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 transactions contemplated hereby or by any other Loan Document or (iv) 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, the Co-Documentation Agents, 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 and each LenderAgent, each of their Affiliates and the directorsCo-Documentation Agents, officersany Lender or any Issuer, employees and agents unless, in the reasonable opinion of the foregoing (each Administrative Agent, representation of all such Person being called Indemnitees would be inappropriate due to an “Indemnitee”) againstactual or potential conflict of interest, and to hold each Indemnitee harmless fromin which case there shall be permitted one additional counsel for such affected Indemnitees)), any and all lossesjoint or several, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, 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 (i) the consummation or in connection with or by reason of the transactions contemplated by this Agreement, (ii) the other Loan Documents, or any actual or proposed use of the proceeds of the Loans or (iii) any claimFacility, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) 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 apply such investigation, litigation or proceeding is brought by Howmet, 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 (whether in contract, tort or otherwise) to lossesHowmet, claimsany other Borrower or any of their respective security holders or creditors for or in connection with the transactions contemplated by this Agreement, except to the extent such 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 willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Each Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sxx upon any such claim for any special, indirect, consequential or punitive damages, liabilities whether or related expenses that result from disputes solely between Lendersnot accrued and whether or not known or suspected to exist in its favor. (cd) The provisions of this Section 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 LoansObligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, 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 Syndication Agent each Lender and each Issuer agrees to use commercially reasonable efforts to promptly notify Howmet of any claims for indemnification or other protection under this Section 10.05; provided, however, that any failure by such person to deliver any such notice shall not relieve Howmet or any Lenderother Borrower from its obligations under this Section 10.05. All amounts due under this Section 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 Company Borrower agrees to pay all reasonable out-of-pocket expenses and actual fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Agent, incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements transactions hereby contemplated shall be consummated) and other charges of a single counsel), or all out-of-pocket expenses incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder hereunder, including, in connection with any such enforcement or thereunderprotection, including the fees reasonable fees, charges and disbursements of any counsel for the Administrative Agents andAgent or any Bank. The Borrower further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, in assessments or charges made by any Governmental Authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent each Bank and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) in the case of the Agent or any Bank, any unexcused breach by the Agent or such Bank of any of its obligations under this Agreement or (b) the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 10.05 shall be payable on written demand therefor. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank; provided that no such assignment shall release a Bank from any of its obligations hereunder.

Expenses; Indemnity. (a) The Company agrees Borrowers jointly and severally agree to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent, any Lender or any Lender Fronting Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderand the Letters of Credit issued, including the fees and disbursements of Shearman & Sterling LLP, special counsel for the Administrative Agents Agent, and, in connection with any such amendment, modification or waiver made in connection with any such enforcement or protection, the case fees and disbursements of enforcementany other counsel for the Administrative Agent, each Lenderany Lender or any Fronting Bank. The Borrowers further agree jointly and severally that they shall indemnify the Lenders 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 Company agrees to Each Borrower will indemnify each the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates Fronting Bank and the directors, officers, employees and agents of each of the foregoing (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and 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 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 by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans by such Borrower or of the Letters of 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; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (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 approval of Weyerhaeuser (not to be unreasonably withheld). (d) 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 termination of any 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 any the Administrative Agent, the Syndication Agent any Lender or any LenderFronting Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) i. The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Lender in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents to the extent Lender prevails or in connection with the Loans Loan made hereunder or thereunderthe Note issued hereunder, including the fees and disbursements of Xxxxxxxxxx Hyatt & Xxxxxx, P.C., counsel for the Administrative Agents Lender, and, in connection with any such amendment, modification or waiver or any such enforcement or protection, the case fees and disbursements of enforcementany other counsel for the Lender. The Borrower further agrees that it shall indemnify the Lender from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) ii. The Company Borrower agrees to indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the its directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and 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 of the transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans Loan or (iii) any claim, litigation, investigation or proceeding by a third party relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersany Indemnitee. (c) iii. The provisions of this Section 8.5 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 LoansLoan, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 8.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay (i) all reasonable and documented and out-of- pocket expenses incurred by the Arranger, the Administrative Agent and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented and invoiced out- of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons, taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), which may include a single local counsel acting in multiple jurisdictions) in connection with the syndication of the Credit Facilities and the preparation, execution, delivery and administration of the Loan Documents (including in connection with any visit or inspection permitted by Section 5.06) and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document, and (ii) all reasonable and documented and invoiced out-of-pocket expenses incurred by the Administrative Agents Agent, the Arranger, the Issuing Banks or the Lenders (but limited, in connection with entering into this Agreement or in connection with any amendmentsthe case of legal fees and expenses, modifications or waivers of to the provisions hereof or thereof (including the actual reasonable and documented out- of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons, taken as a whole, and, if necessary, of one local counsel in any relevant material jurisdiction to all such Persons, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), which may include a single local counsel acting in multiple jurisdictions and solely in the case of an actual or perceived conflict of interest where any affected Lender informs the Borrower of such conflict and retains its own counsel, (x) one additional counsel to all affected Lenders, taken as a whole, and (y) one additional local counsel to all affected Lenders, taken as a whole (it being understood and agreed that any jurisdiction of organization of a Loan Party that is organized outside of the United States (which, for the purpose hereof, shall not include any territory or protectorate thereof) or the District of Columbia shall be deemed to be material), or incurred by the Administrative Agents or any Lender ) in connection with the enforcement enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Agreement Section, or in connection with the Loans made and/or Letters of Credit issued hereunder or thereunder(in each case of clauses (i) and (ii) above, including the fees and disbursements excluding allocated costs of in-house counsel for the Administrative Agents and, in the case of enforcementany expenses incurred in connection with the matters described in clause (b) of this Section, each Lendersubject to the limitations set forth in such clause on the Borrower’s obligation to pay such expenses). (b) The Company agrees to Borrower shall indemnify each the Arranger, the Administrative Agent, the Syndication Agent each Issuing Bank, each Lender and each Lender, each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damagesdamages and liabilities (but limited, liabilities and related expenses, including reasonable counsel in the case of legal fees and expenses, to the actual reasonable and documented and invoiced out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole, which may include a single special counsel acting in multiple jurisdictions, and solely in the case of an actual or perceived conflict of interest where any affected Indemnitee notifies the Borrower of such conflict and thereafter retains its own counsel, (x) one additional counsel to all affected Indemnitees, taken as a whole, and (y) one additional local counsel in each relevant jurisdiction to all affected Indemnitees, taken as a whole, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated by this Agreementhereby or thereby and/or the enforcement of the Loan Documents, (ii) the use of the proceeds of the Loans or any Letter of Credit, (iii) any actual or alleged Release or presence of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by Holdings, the Borrower, any of its subsidiaries or any other Environmental Liability related to Holdings, the Borrower, any of its subsidiaries and/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 regardless of whether any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided provided, that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that any such lossesloss, claimsclaim, damages, liabilities damage or related expenses liability (A) is determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee and or its Related Parties or, to the extent such judgment finds that any such loss, claim, damage, or liability has resulted from any such Person’s material breach of the Loan Documents or (B) arises out of any claim, litigation, investigation or proceeding brought by such indemnity Indemnitee against another Indemnitee (other than any claim, litigation, investigation or proceeding that is brought by or against the Administrative Agent or the Arranger, acting in its capacity as the Administrative Agent or as the Arranger) that does not involve any act or omission of Holdings, the Borrower or any of its subsidiaries. Each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 9.03(b) to such Indemnitee to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Indemnitee is not entitled to payment thereof in accordance with the terms hereof. All amounts due under this clause (b) shall be payable by the Borrower within 30 days (x) after receipt by the Borrower of a written demand therefor, in the case of any indemnification obligations and (y) in the case of reimbursement of costs and expenses, after receipt by the Borrower of an invoice setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request. This Section 9.03(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages, damages or liabilities or related expenses that result from disputes solely between Lendersin respect of a non-Tax claim. (c) The provisions Borrower shall not be liable for any settlement of this Section any claim, litigation, investigation or proceeding effected without the written consent of the Borrower (which consent shall remain operative not be unreasonably withheld or delayed), but if any claim, litigation, investigation or proceeding is settled with the written consent of the Borrower, or if there is a judgment by a court of competent jurisdiction against any Indemnitee in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee to the extent and in full force and effect regardless the manner set forth above. The Borrower shall not, without the prior written consent of the expiration of the term of this Agreementaffected Indemnitee (which consent shall not be unreasonably withheld, the consummation of the transactions contemplated herebyconditioned or delayed), the repayment effect any settlement of any pending or threatened claim, litigation, investigation or proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the Loanssubject matter of such claim, the invalidity litigation, investigation or unenforceability proceeding and (ii) such settlement does not include any statement as to any admission of any term fault or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand thereforculpability.

Expenses; Indemnity. (a) The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions 73 hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderthe Notes issued hereunder, including the fees reasonable fees, charges and disbursements of Xxxxx & Xxx Xxxxx, PLLC, counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for the Administrative Agent or any Bank. The Company further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Company agrees to indemnify each the Administrative Agent, the Syndication Agent and each LenderBank, each of their Affiliates and each of the foregoing persons' respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 instrument or agreement contemplated hereby, the arrangement or syndication of the credit facilities provided for hereby, performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into this Agreement or and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions hereby contemplated are consummated), or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans Advances made hereunder or thereunderhereunder, including the reasonable fees and disbursements of counsel for the Administrative Agents Agent and, in the case of enforcementenforcement following an Event of Default, each Lendercounsel for the Lenders. (b) The Company Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the next sentence, or reasonable expense that such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to borrow or to Convert any Advance hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article III) after irrevocable notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion, or assignment of a Eurodollar Advance or Base Rate Advance of the Borrower required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period, if any, applicable thereto, or (iii) any default in payment or prepayment of the principal amount of any Outstanding Credit or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity or otherwise) or (iv) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred by such Lender in liquidating or employing deposits from third parties, or with respect to commitments made or obligations undertaken with third parties, to effect or maintain any Advance hereunder or any part thereof as a Eurodollar Advance or a Base Rate Advance. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for the Advance being paid, prepaid, Converted or not borrowed (assumed to be, as applicable, the Eurodollar Rate or the Base Rate applicable thereto) for the period from the date of such payment, prepayment or failure to borrow or Convert to the last day of the Interest Period for such Advance (or, in the case of a failure to borrow or Convert the Interest Period for such Advance that would have commenced on the date of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in re-employing the funds so paid, prepaid or not borrowed or Converted for such period or Interest Period, as the case may be. (c) The Borrower agrees to indemnify the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates (including, in the case of RBS, RBS GC) and the directors, officers, employees employees, advisors, attorneys-in-fact and agents of the foregoing (each such Person person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans Advances, (iii) any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, (iv) the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower or any of its Affiliates or (iiiB) by or on behalf of the Borrower or any of its Affiliates at any time and in any place, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee; provided that (A) 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 final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee and (Bsuch consent not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 8.05(c) (whether or not any Indemnitee is an actual or potential party to such indemnity shall not apply claim, action, suit or proceeding), if such settlement, compromise or consent includes any statement as to lossesan admission of fault, claims, damages, liabilities culpability or related expenses that result from disputes solely between Lendersfailure to act by or on behalf of any Indemnitee or involves any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee. (cd) The provisions of this Section 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 termination of the Commitments, the repayment of any of the LoansOutstanding Credits, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any the Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor. (e) Three Business Days prior to the date on which any amount or amounts due under this Section are payable in accordance with a demand from a Lender or the Administrative Agent for such amount or amounts, such Lender or the Administrative Agent will cause to be delivered to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth any amount or amounts that such person is entitled to receive pursuant to subsection (b) of this Section and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay all reasonable reason- able and documented out-of-pocket expenses incurred by the Administrative Agents Agent and its Affiliates, in connection with entering into the syndication of the credit facilities provided for here- in, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Docu- ments or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable transac- tions contemplated hereby or thereby shall be consummat- ed); provided that unless otherwise agreed by the parties hereto, the amount of fees and expenses of counsel that the Borrower is required to pay or reimburse in connection with the syndication of the credit facilities provided herein, the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents shall be subject to the provisions of the Agent Fee Letter. The Borrower shall pay all documented out-of-pocket expenses incurred by each of the Administrative Agent or any Lender, includ- ing the documented fees, charges and disbursements and other charges of a single counsel), or incurred by any counsel for the Administrative Agents Agent or any Lender Lender, in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection with the Loans made hereunder or thereunderLoan Documents, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lenderits rights under this Section. (b) The Company agrees to Borrower shall indemnify each the Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates respective Af- filiates, and the their respective directors, officers, employees employees, attorneys and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including which expenses shall include reasonable counsel at- xxxxxx’x fees and expensesexpenses for no more than one Colom- bian counsel and one New York counsel to the Lenders and one Colombian counsel and one New York counsel to the Administrative Agent (and in the case of a conflict of interest where an entity affected by such conflict notifies the Borrower of the existence of such conflict, incurred by or asserted against of another international and another Colombian counsel of any Indemnitee such affected entity), in each case, arising out of of, in connection with, or as a result of: (i) the consummation execution or delivery of the transactions contemplated by this AgreementLoan Documents, any demand for payment, other presen- tation or request under the Loan Documents, (ii) any Loans or the use or proposed use of the proceeds of the Loans or therefrom, (iii) any payment or other action taken or omitted to be taken in connection with the Loan Documents, (iv) any actual envi- ronmental liability related in any way to the Borrower or any of its Material Subsidiaries, and (v) any actual or prospec- tive claim, litigation, investigation or proceeding relating to any of the foregoingforegoing whether based on contract, tort or any other theory, whether brought by a third party or not by the Bor- Gaceta Oficial Nº4353 rower or any of its Subsidiaries and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity in- demnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses re- lated expense (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and or (By) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such indemnity Indemnitee’s obligations under any Loan Document, if the Borrower has obtained a final non-appealable judg- ment in its favor on such claims as determined by a court of competent jurisdiction. This Section 11.08 shall not apply with respect to Taxes (which shall be covered by Section 4.01) other than any Taxes that represent losses, claims, damages, liabilities or and related expenses that result arising from disputes solely between Lendersany non-Tax claim. (c) The provisions To the extent that the Borrower fails to pay any amount required to be paid by it to the Ad- ministrative Agent under clause (a) of this Section shall remain operative and in full force and effect regardless Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Proportionate Share (determined as of the expiration time that the applicable unreimbursed expense or indemni- ty payment is sought) of such unpaid amount; provided that the term of this Agreementunreimbursed expense or indemnified loss, claim, dam- age, liability or related expense, as the consummation of the transactions contemplated herebycase may be, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made was incurred by or on behalf of any asserted against the Administrative Agent, the Syndication Agent or any Lender. . (d) All amounts due under this Section Sec- tion shall be payable on not later than thirty (30) days after written demand therefor. (e) The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Com- mitments and the repayment, satisfaction or discharge of all the other obligations under this Agreement.

Expenses; Indemnity. (a) The Company Each Credit Party agrees to to, jointly and severally, pay or reimburse Agent or each Lender for all costs and expenses (including, without limitation, the reasonable out-of-pocket fees and expenses of all counsel, advisors, consultants and auditors) incurred by the Administrative Agents Agent and each Lender in connection with entering into with: (i) the preparation, negotiation, execution, delivery, performance and enforcement of this Agreement or in connection with and the other Loan Documents, any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counseltransactions contemplated shall be consummated), or incurred by the Administrative Agents or any Lender in connection with ; (ii) the enforcement or protection of their Agent’s and each Lender’s rights in connection with this Agreement and the other Loan Documents or in connection with the Loans; (iii) any advice in connection with the administration of the Loans made hereunder or thereunderthe rights under this Agreement or the other Loan Documents; (iv) any litigation, including the fees dispute, suit, proceeding or action (whether instituted by or between any combination of Agent, any Lender, any Credit Party or any other Person), and disbursements of counsel for the Administrative Agents andan appeal or review thereof, in any way relating to the case Collateral, this Agreement, any other Loan Document, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (v) any effort (x) to monitor the Loans, (y) to evaluate, observe or assess any Borrower or any other Credit Party or the affairs of enforcementsuch Person, each Lenderand (z) to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral. Each Credit Party further agrees, jointly and severally, to indemnify Agent and Lenders from and agrees to hold it harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company agrees Each Credit Party agrees, jointly and severally, to indemnify each Administrative Agent, Lenders, the Syndication Agent LC Issuers, their correspondents and each Lender, each of their Affiliates and the respective directors, shareholders, officers, employees and agents of the foregoing (each such Person being called each, an “IndemniteeIndemnified Person”) against, and agrees to hold each Indemnitee Indemnified Person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, incurred by or asserted against any Indemnitee Indemnified Person arising out of, in any way connected with or as a result of (i) the use of any of the proceeds of any Loan, (ii) the transactions financed by the Loans, (iii) this Agreement, any other Loan Document or any other document contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder and thereunder or the consummation of the transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or (iiiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not any Indemnitee Indemnified Person Indemnity is a party thereto; provided provided, however, that (A) such indemnity shall not, as to any IndemniteeIndemnified Person, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnified Party. (c) The provisions of this Section 14.3 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, Agreement and the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 14.3 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Account Party agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents Issuing Bank and the Deposit Bank, including the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Issuing Bank, in connection with entering into 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 (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or incurred by the Administrative Agents or any Lender in connection with the enforcement of their rights in connection with this Agreement or in connection with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for the Administrative Agents and, in the case of enforcement, each Lender.thereby 44 (b) The Company Account Party agrees to indemnify each Administrative Agentthe Issuing Bank, the Syndication Agent Deposit Bank and each Lender, each Related Party of their Affiliates and the directors, officers, employees and agents any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the issuance of Letters of Credit or the use of the proceeds of the Loans thereof, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) To the extent permitted by applicable law, the Account Party shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Letter of Credit or the use of the proceeds thereof. (d) The provisions of this Section 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 expiration of the L/C Commitments, the expiration of any Letter of the LoansCredit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderIssuing Bank. All amounts due under this Section 10.05 shall be payable on promptly upon written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay (whether or not the transactions contemplated hereby shall be consummated) all reasonable out-of-pocket costs and expenses incurred by any Agent or the Administrative Agents Issuing Bank in connection with entering into the preparation, execution and delivery of this Agreement and the other Loan Documents, the closing of the Facility, the administration of the Facility or in connection with any amendmentsamendment, modifications modification or waivers waiver of the provisions hereof or thereof (including the reasonable fees, disbursements and other charges of a single counsel), or incurred by any Agent, the Administrative Agents Issuing Bank or any Lender in connection with the enforcement or protection of their the rights in connection with of the Agents, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents or in connection with the Loans made hereunder, the Notes issued hereunder or thereunderthe Letters of Credit issued hereunder, including the fees reasonable fees, charges and disbursements of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent, (ii) any third party consultants retained to assist the Agents in analyzing any environmental, insurance and other due diligence issues, (iii) any search and filing fees of any company acceptable to the Lenders and (iv) in connection with any such enforcement or protection, any other counsel for any Agent, the Administrative Agents and, in the case of enforcement, each Issuing Bank or any Lender. (b) The Company Borrower agrees to indemnify each Administrative of the Agents, the Issuing Bank, the affiliates of any Agent, the Syndication Agent Issuing Bank, the Lenders, and each Lender, each of their Affiliates and the respective directors, officers, employees employees, agents and agents of the foregoing Controlling Persons (each such Person being called each, an “Indemnitee”"Indemnified Party") against, from and to hold each Indemnitee harmless from, against any and all losses, claimsclaims (whether valid or not), damagesdamages and liabilities, liabilities and joint or several, to which such Indemnified Party may become subject, related expenses, including reasonable counsel fees and expenses, incurred by to or asserted against any Indemnitee arising out of (i) the consummation of Facility and the transactions contemplated by this Agreementhereby and thereby, (ii) 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 other transactions contemplated hereby and thereby, (iii) the use of the Letters of Credit or the proceeds of the Loans or (iiiiv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee Indemnified Party is a party thereto; provided that . The Borrower further agrees to reimburse each Indemnified Party for all expenses (Aincluding reasonable attorneys' fees and expenses) such indemnity as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom. Notwithstanding the foregoing, the obligation to indemnify any Indemnified Party under this Section 9.05(b) shall notnot apply in respect of any loss, as to any Indemniteeclaim, be available damage or liability to the extent that a court of competent jurisdiction shall have determined by final and nonappealable judgment that such lossesloss, claimsclaim, damages, liabilities damage or related expenses liability resulted from the such Indemnified Party's gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersmisconduct. (c) The Borrower agrees to indemnify each of the Agents, the Issuing Bank, the Lenders and the other Indemnified Parties from and against any and all losses, claims (whether valid or not), damages and liabilities, joint or several, to which such Indemnified Party may become subject, related to or arising out of (i) any Environmental Laws affecting the Borrower or any other Loan Party or its properties or assets, (ii) any Hazardous Materials managed by the Borrower or any other Loan Party, (iii) any event, condition or circumstance involving environmental pollution, regulation or control affecting the Borrower or any other Loan Party or its properties or assets or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnified Party is a party thereto. The Borrower further agrees to reimburse each Indemnified Party for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom. Notwithstanding the foregoing, the obligation to indemnify any Indemnified Party under this Section 9.05(c) shall not apply in respect of any loss, claim, damage or liability to the extent that a court of competent jurisdiction shall have determined by final and nonappealable judgment that 116 such loss, claim, damage or liability resulted from such Indemnified Party's gross negligence or willful misconduct. (d) In the event that the foregoing indemnity is unavailable or insufficient to hold an Indemnified Party harmless, then the Borrower will contribute to amounts paid or payable by such Indemnified Party in respect of such Indemnified Party's losses, claims, damages or liabilities in such proportions as appropriately reflect the relative benefits received by and fault of the Borrower and such Indemnified Party in connection with the matters as to which such losses, claims, damages or liabilities relate and other equitable considerations. (e) If any action, proceeding or investigation is commenced, as to which any Indemnified Party proposes to demand such indemnification, it shall notify the Borrower with reasonable promptness; provided, however, that any failure by such Indemnified Party to notify the Borrower shall not relieve the Borrower from its obligations hereunder except to the extent the Borrower is prejudiced thereby. The Borrower shall be entitled to assume the defense of any such action, proceeding or investigation, including the employment of counsel and the payment of all fees and expenses. Each Indemnified Party shall have the right to employ separate counsel in connection with any such action, proceeding or investigation and to participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Party, unless (i) the Borrower has failed to assume the defense and employ counsel as provided herein, (ii) the Borrower has agreed in writing to pay such fees and expenses of separate counsel or (iii) an action, proceeding or investigation has been commenced against such Indemnified Party and the Borrower and representation of both the Borrower and such Indemnified Party by the same counsel would be inappropriate because of actual or potential conflicts of interest between the parties (in the case of any Agent or Lender, the existence of any such actual or potential conflict of interest to be determined by such party, taking into account, among other things, any relevant regulatory concerns). In the case of any circumstance described in clause (i), (ii), or (iii) of the immediately preceding sentence, the Borrower shall be responsible for the reasonable fees and expenses of such separate counsel; provided, however, that the Borrower shall not in any event be required to pay the fees and expenses of more than one separate counsel (plus appropriate local counsel under the direction of such separate counsel) for all Indemnified Parties. The Borrower shall be liable only for settlement of any claim against an Indemnified Party made with the Borrower's written consent. (f) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Lender in connection with entering into 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 (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees fees, charges and disbursements of Cravath, Swaine & Xxxxx, LLP, counsel for the Administrative Agents Lender, and, in connection with any such enforcement or protection, the case fees, charges and disbursements of enforcement, each any other counsel for the Lender. (b) The Company Borrower agrees to indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the directors, officers, employees and agents Related Party of the foregoing Lender (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (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 (A) 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 primarily from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) 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 the use of the proceeds thereof. (d) The provisions of this Section 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 Commitment, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 8.05 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder or thereunderhereunder, including the fees reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel for the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for the Agent or any Bank. The Borrower further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, each Lenderassessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. (b) The Company Borrower agrees to indemnify each Administrative the Agent, the Syndication Agent each Bank and each Lender, each of their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees fees, charges and expensesdisbursements, 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 by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) in the case of the Agent or any Bank, any unexcused breach by the Agent or such Bank of any of its obligations under this Agreement or (b) the gross negligence or willful wilful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any LenderBank. All amounts due under this Section 9.05 shall be payable on written demand therefor. (d) Any Bank may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank; PROVIDED that no such assignment shall release a Bank from any of its obligations hereunder.

Expenses; Indemnity. (a) The Company agrees to Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agents Bank and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Bank, in connection with entering into this Agreement the preparation, negotiation and administration of the Credit 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 shall be consummated), (ii) all reasonable out-of-pocket expenses paid to third parties by the Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Bank, including the reasonable fees, charges and disbursements and other charges of a single counsel), or incurred by any counsel for the Administrative Agents or any Lender Bank in connection with the enforcement or protection of their its rights in connection with this Agreement Agreement, including its rights under this Section, or in connection with the Loans made hereunder or thereunderany Letters of Credit issued hereunder, including the fees and disbursements all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of counsel for the Administrative Agents and, in the case such Letters of enforcement, each LenderCredit. (b) The Company agrees to Borrower shall indemnify each Administrative Agent, the Syndication Agent Bank and each Lender, each of their Affiliates and the directors, officers, employees and agents Affiliate of the foregoing Bank (each such Person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable the fees, charges and disbursements of any expert witness or counsel fees and expensesfor any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated by this Agreement, hereby; (ii) any Letter of Credit or the use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under a Letter of Credit if the Loans or documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnitee in connection with any Letter of Credit; (iv) any independent undertakings issued by the beneficiary of any Letter of Credit; (v) any unauthorized, fraudulent or improper Instructions or error in computer transmission; (vi) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnitee; (vii) 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 (viii) 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 regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between LendersIndemnitee. (c) The provisions of this Section shall remain operative and in full force and effect regardless of To the expiration of the term of this Agreementextent permitted by applicable law, the consummation 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 contemplated hereby, or Letter of Credit or the repayment of any use of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. proceeds thereof. (d) All amounts due under this Section 9.03 shall be payable on not later than 15 days after written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees to pay all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agents Agent in connection with entering into the preparation of this Agreement and the other Loan Documents and by the Administrative Agent or Joint Lead Arrangers in connection with the syndication of the Commitments or Loans or the administration of this Agreement (including (i) expenses incurred in connection with due diligence and initial and ongoing Collateral examination (after the 2013 Amendment Effective Date, to the extent no Event of Default shall have occurred or be continuing, expenses referred to in this clause (i) shall be subject to the Borrower’s reimbursement only with the Borrower’s prior approval (such approval not to be unreasonably withheld)), (ii) the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers and (iii) the reasonable fees, charges and disbursements of one local counsel per jurisdiction where Collateral is located or a Subsidiary Loan Party is incorporated) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (including whether or not the reasonable fees, disbursements and other charges of a single counsel), Transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement or in connection with and the other Loan Documents, the Loans made hereunder or thereunder, including the fees and disbursements Letters of counsel for the Administrative Agents and, in the case of enforcement, each LenderCredit issued hereunder. (b) The Company agrees to indemnify each Administrative Agent, the Syndication Agent and each Lender, each of their Affiliates and the directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lenders. (c) The provisions of this Section 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 investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers agree to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Lender in connection with entering into this Agreement or in connection with the preparation of any amendments, modifications modifications, waivers, extensions, renewals, renegotiations or waivers "workouts" of the provisions hereof to this Agreement and the other Loan Documents (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents or any Lender in connection with the enforcement or protection of their its rights in connection with this Agreement or any of the other Loan Documents or with the Bridge Loans made or the Bridge Note issued hereunder, or in connection with any pending or threatened action, proceeding, or investigation relating to the Loans made hereunder or thereunderforegoing, including including, without limitation, the reasonable fees and disbursements of counsel for in connection with such enforcement or protection. The Borrower further indemnifies the Administrative Agents andLender from and agrees to hold them harmless against any documentary taxes, in assessments or charges made by any governmental authority by reason of the case execution and delivery of enforcement, each Lenderthis Agreement or the Bridge Note. (b) The Company agrees to Borrowers indemnify each Administrative Agent, the Syndication Agent Lender and each Lender, each of their Affiliates and the its respective directors, officers, employees employees, attorneys and agents of the foregoing (each such Person being called an “Indemnitee”) against, and agree to hold the Lender and each Indemnitee such person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, 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 use of any of the proceeds of the Bridge Loans, (ii) this Agreement, any Guarantee of Obligations, any of the Security Documents or the other documents contemplated hereby or thereby, (iii) the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder and consummation of the transactions contemplated by this Agreementhereby and thereby, (iiiv) the use breach of the proceeds of the Loans any representation or warranty, or (iiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not the Lender or any Indemnitee such person is a party thereto; provided PROVIDED, HOWEVER, that (A) such indemnity shall not, as to the Lender, apply to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities or related expenses that result from disputes solely between Lendersthe Lender. (c) The Borrowers indemnify, and agree to defend and hold harmless the Lender 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 such Borrower or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law and to remove any Lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any Person. (d) The provisions of this Section 10.04 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 Bridge Loans, the invalidity or unenforceability of any term or provision of this Agreement or the Bridge Note, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 10.04 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company CBS agrees to pay all reasonable legal and other out-of-pocket expenses incurred by X.X. Xxxxxx Securities Inc. and CGMI, in their capacities as Joint Lead Arrangers, and by the Administrative Agents Agent and their respective affiliates in connection with entering into the preparation, negotiation, execution and delivery of this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof (whether or thereof (including not the reasonable fees, disbursements and other charges of a single counsel), transactions hereby contemplated shall be consummated) or incurred by the Administrative Agents any Agent, any Lender or any Issuing Lender in connection with the enforcement or protection of their the rights in connection with of the Agents, the Lenders or the Issuing Lenders under this Agreement or in connection with the Loans made hereunder or thereunderthe Letters of Credit issued hereunder, including including, without limitation, the fees reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for X.X. Xxxxxx Securities Inc. and CGMI, in their capacities as Joint Lead Arrangers, and the Administrative Agents Agent, and, in connection with any such enforcement or protection, the case reasonable fees, charges and disbursements of enforcementany other counsel for any Agent, each Lender or Issuing Lender. (b) The Company CBS agrees to indemnify and hold harmless each Administrative Agent, the Syndication Agent and each Lender, each Issuing Lender and each of their Affiliates and the respective directors, officers, employees employees, affiliates and agents of the foregoing (each such Person being called each, an “IndemniteeIndemnified Person”) against, and to hold reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the consummation of the transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related other expenses (“Losses”), to which such Indemnified Person becomes subject insofar as such Losses arise out of or in any way relate to or result from (i) the execution or delivery of this Agreement, any Letter of Credit or any agreement or instrument contemplated hereby (and any amendment hereto or thereto), the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby or (ii) the use (or proposed use) of the proceeds of the Loans or other extensions of credit hereunder, including, without limitation, Losses consisting of reasonable legal, settlement or other expenses incurred in connection with investigating, defending or participating in any legal proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto); provided, that the foregoing will not apply to any Losses to which an Indemnified Person becomes subject to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and Indemnified Person. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (B) such indemnity shall provided, that the foregoing will not apply to losses, claims, damages, liabilities any Losses to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or related expenses that result from disputes solely between Lenderswillful misconduct of such Indemnified Person). (c) To the extent permitted by applicable law, CBS shall not assert, and hereby waives, any claim against an Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof. (d) Each Lender shall indemnify within ten days after demand therefor, the Administrative Agent for the full amount of any Taxes, and CBS for the full amount of any Excluded Taxes imposed by any Governmental Authority which are attributable to such Lender that are payable or paid by the Administrative Agent (other than such amounts which are paid or indemnified by any Borrower pursuant hereto) and/or CBS, as the case may be, and all reasonable expenses arising therefrom or with respect thereto as determined by the indemnified party in good faith provided that no Lender shall be liable to the indemnified party for the portion of any interest, expenses, or penalties resulting from the gross negligence or willful misconduct of the indemnified party or any of its directors, officers, employees or agents. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or CBS, as the case may be, shall be conclusive absent manifest error. (e) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 9.5 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company agrees Borrowers agree to pay all reasonable out-of-pocket expenses incurred by the Administrative Agents Agent and Co-Agent in connection with entering into the preparation of this Agreement and the other Loan Documents, including, without limitation, the initial field examinations and appraisal (or other appraisals upon the occurrence and continuance of an Event of Default) and reasonable field examination fees (as provided in connection Section 6.08), or with any amendments, modifications modifications, waivers, extensions, renewals, renegotiations or waivers "workouts" of the provisions hereof or thereof (including whether or not the reasonable feestransactions hereby contemplated shall be consummated) or, disbursements and other charges after the occurrence of a single counsel)Default or an Event of Default, or incurred by the Administrative Agents Agent, Co-Agent or any Lender of the Lenders in connection with the enforcement or protection of their its rights in connection with this Agreement or in connection any of the other Loan Documents or with the Loans made hereunder or thereunderthe Notes or Letters of Credit issued hereunder, including or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including, but not limited to, the reasonable fees and disbursements of counsel for the Administrative Agents Agent and Co-Agent and ongoing up to three yearly field examination expenses and charges, and, in connection with such enforcement or protection, the case reasonable fees and disbursements of enforcementcounsel for the Lenders. The Borrowers further indemnify the Lenders from and agrees to hold them harmless against any documentary taxes, each Lenderassessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (b) The Company agrees to Borrowers indemnify each Administrative Agent, the Syndication Agent and each Lender, each of Lender and their Affiliates and the respective directors, officers, employees and agents of the foregoing (each such Person being called an “Indemnitee”) against, and agree to hold the Agent, each Indemnitee Lender and each such person harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, 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 use of any of the proceeds of the Loans, (ii) this Agreement, the Guarantees, any of the Security Documents, the Millbrook Acquisition Documents, the Manischewitz Acquisition Documents or the other documents contemplated hereby or thereby, (iii) the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including but not limited to the making of the Total Commitment) and consummation of the transactions contemplated by this Agreementhereby and thereby, (iiiv) the use breach of the proceeds of the Loans any representation or warranty by a Loan Party, or (iiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoingforegoing (other than those relating to matters solely and exclusively between and among the Agent, Co-Agent and the Lenders), whether or not the Agent, any Indemnitee Lender or any such person is a party thereto; provided provided, however, that (A) such indemnity shall not, as to the Agent or any IndemniteeLender, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses resulted to the extent that they result from the gross negligence or willful misconduct of such Indemnitee and (B) such indemnity shall not apply to losses, claims, damages, liabilities the Agent or related expenses that result from disputes solely between Lendersany Lender. (c) The Borrowers indemnify, and agree to defend and hold harmless the 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 a Borrower or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law by a Borrower or any subsidiary and to remove any Lien arising therefrom, except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. (d) The provisions of this Section 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 invalidity or unenforceability of any term or provision of this Agreement or the Notes, or any investigation made by or on behalf of any Administrative Agent, the Syndication Agent or any Lender. All amounts due under this Section 11.04 shall be payable on written demand therefor.

Expenses; Indemnity. (a) The Company Borrower agrees upon demand to pay pay, or reimburse the Administrative Agent and the Arranger for all of each such person’s reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agents in connection with entering into this Agreement or in connection with any amendments, modifications or waivers of the provisions hereof or thereof every type and nature (including the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Xxxx, Xxxxxxx & Xxxxxx LLP) and for documentary taxes and other charges of a single counsel), or incurred by the Administrative Agents or any Lender each such person in connection with any of the following: (i) the 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 Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (iv) the protection, collection or enforcement of any Obligation or the enforcement of their rights any Loan Document, (v) the commencement, defense or intervention in connection with any court proceeding relating in any way to the Obligations, this Agreement or in connection any other Loan Document, (vi) the response to, and preparation for, any subpoena or request for document production with the Loans made hereunder or thereunder, including the fees and disbursements of counsel for which the Administrative Agents andAgent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the case Obligations, this Agreement or any other Loan Document or (vii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and execution of enforcement, each Lenderthe same. (b) The Company Borrower further agree to pay or reimburse the Administrative Agent and each of the Lenders 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 Administrative Agent or such Lenders in connection with any of the 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 the Borrower or any Subsidiary Guarantor, (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 Borrower’s Subsidiaries and related to or arising out of the transactions contemplated hereby or by any other Loan Document or (iv) 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 Borrower agrees to indemnify each hold harmless the Administrative Agent, the Syndication Agent and each Lender, the Arranger and each of their Affiliates respective affiliates and the each of their respective officers, directors, officersemployees, employees agents, advisors, attorneys and agents of the foregoing representatives (each such Person being called each, an “Indemnitee”) against, from and to hold each Indemnitee harmless from, against any and all losses, claims, damages, losses, liabilities and related expensesexpenses (including, including without limitation, reasonable counsel fees and expensesdisbursements of counsel (which shall be limited to one primary counsel and one local counsel per each applicable jurisdiction for the Administrative Agent, any Lender, 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 (i) the consummation or in connection with or by reason of the transactions contemplated by this Agreement, (ii) the other Loan Documents, or any actual or proposed use of the proceeds of the Loans or (iii) any claimFacility, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available except to the extent that such lossesclaim, claimsdamage, damagesloss, liabilities liability or related expenses expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) 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 apply to lossessuch investigation, claimslitigation or proceeding is brought by the Borrower, damagesany Subsidiary Guarantor or any of their respective directors, liabilities security holders or related expenses that result from disputes solely between Lenderscreditors, 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. (cd) Neither the Administrative Agent, nor any Lender or the Arranger nor any of their respective affiliates nor any of their respective officers, directors, employees, agents, advisors, attorneys and representatives (each, a “Lender-Related Party”) shall have any liability (whether in contract, tort or otherwise) to the Borrower, any Subsidiary Guarantor or any of their respective security holders or creditors for or in connection with the transactions contemplated by this Agreement, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Lender-Related Party’s gross negligence or willful misconduct. In no event, however, shall any Lender-Related Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). The Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. (e) The provisions of this Section 10.05 and any other indemnification or other protection provided to any Indemnitee or Lender-Related Party 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 LoansObligations, the invalidity or unenforceability of any term or provision of this Agreement Agreement, 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 or Lender-Related Party under this Agreement or any other Loan Document. The Administrative Agent, each Xxxxxx agrees to use commercially reasonable efforts to promptly notify the Syndication Agent Borrower of any claims for indemnification or other protection under this Section 10.05; provided, however, that any failure by such person to deliver any such notice shall not relieve the Borrower or any LenderSubsidiary Guarantor from its obligations under this Section 10.05. All amounts due under this Section 10.05 shall be payable on written demand therefor, but shall be subject to the requirements of reasonableness and documentation as set forth herein.