Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. 9.3.1 The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Lender, (including the reasonable fees, charges and disbursements of external one counsel for to the Lender Agent, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as the Agent determines in good faith is necessary in light of such actual or potential conflict of interest) incurred by the Agent in connection with the negotiation preparation, execution and preparation delivery of this Agreement or in connection with any amendment, modification and waiver of the provisions hereof (whether or not the transactions contemplated hereby or thereby will be are consummated), the management . The Borrower further agrees to pay all reasonable and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such documented out-of-pocket expenses (including reasonable fees, charges and disbursements of one counsel to the Credit Parties, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as any Credit Party determines in good faith is necessary in light of such actual or potential conflict of interest) incurred during by any workout, restructuring or negotiations Credit Party in connection with the enforcement of rights under the Credit Documents and upon an Event of Default (including in respect of workouts and restructurings). (b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the Credit Facility 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 Loan hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article IV) after notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion of a Eurodollar Loan, or assignment of a Eurodollar Loan of the Borrower required by any other provision of this Agreement (including, without limitation, Section 2.16) or otherwise made or deemed made, on a date other than the last day of the Interest Period, if any, applicable thereto, (iii) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment (including any notice delivered pursuant to Section 2.09(a) and revoked pursuant to the last sentence of such Section) 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 Loan hereunder or any part thereof as a Eurodollar Loan. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (x) its cost of obtaining the funds for the Loan being paid, prepaid, Converted or not borrowed (assumed to be the LIBO Rate for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow or Convert, the Interest Period for such Loan that would have commenced on the date of such failure) over (y) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying 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 Agent, each Lender, each of their Affiliates and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers officers, partners, employees and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, cost recovery actions, damages, liabilities and related expenses, including reasonable fees and expenses and liabilities of whatsoever nature one counsel for all Indemnitees (unless in the good faith opinion of the Agent or kind such counsel, it would be inappropriate under applicable standards of legal professional conduct, due to an actual or potential conflict of interest, to have only one counsel), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderother Credit Documents, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Extensions of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) including any other aspect of this Agreementthe foregoing arising from the negligence, and (e) whether sole or concurrent, on the enforcement part of any Indemnitee’s rights hereunder and any related investigation. Notwithstanding the foregoing, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful material breach (B) result from any litigation not involving an act or omission of the Borrower brought by an Indemnitee against another Indemnitee (unless such litigation relates to claims against the Agent, acting in such capacity); 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, 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 subsection (c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise or consent does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee and contains an unconditional release of each Indemnitee that could seek such indemnification under this subsection (c). It is understood that, with respect to any particular investigation, litigation or other proceeding subject to indemnification hereunder, the Borrower shall not be required to reimburse, or indemnify and hold harmless for, the reasonable and documented legal fees and expenses of more than one outside counsel (in addition to one local counsel and one regulatory counsel in each applicable jurisdiction) for all Indemnitees that are the subject of such investigation, litigation or other proceeding, unless representation of all such Indemnitees in such matter by a single counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Borrower shall be required to reimburse, and indemnify and hold harmless for, the reasonable and documented legal fees and expenses of such additional counsel as any Indemnitee determines in good faith are necessary in light of such actual or potential conflict of interest. (d) Without limiting the obligations of the Borrower under subsection (c) above, neither the Borrower nor any Indemnitee shall have any liability for any punitive, special, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnitee or any of its Related Parties (as determined by a final and non-appealable judgment of a court of competent jurisdiction). (e) 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 the Agent, any Lender. All amounts due under this Section shall be payable on written demand therefor. (f) A certificate of any Lender or the Agent setting forth any amount or amounts that such IndemniteeLender or such Agent is entitled to receive pursuant to subsection (b) above and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. (g) The provisions of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower hereby agrees to pay (i) all reasonable and documented out-of-pocket expenses (including, subject to Section 9.05(c), Other Taxes) incurred by the LenderAdministrative Agent or the Collateral Agent, the Arrangers and their respective Affiliates in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of external one primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, any Issuing Bank or any Lender in connection with the negotiation and preparation enforcement of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including the Credit Facility fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the Loanscase of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of such for such affected person). 9.3.2 Each (b) The Borrower will agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, each Issuing Bank, each Lender, its directorseach of their respective Affiliates, officers successors and employees assignors, and each of their respective Related Parties, (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of whatsoever nature in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such Indemnitees, taken as a whole (and, in the case of an actual or kind perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee)), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated hereunderhereby, (bii) any Loan or any actual or proposed the use of the proceeds therefromof the Loans or the use of any Letter of Credit (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (ciii) any violation of or liability under Environmental Laws by the Borrower or any Subsidiary, (iv) any actual or prospective alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by the Borrower or any Subsidiary or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of their subsidiaries or Affiliates; provided, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) arose from any claim, wilful misconduct actions, suits, inquiries, litigation, investigation or wilful material breach proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent or an Arranger in its capacity as such). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. 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 Obligations, the occurrence of the Termination Date, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by such or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.15. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit 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 (including the internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations, the occurrence of the Termination Date and the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees: (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation preparation and preparation of execution of, and any amendment, supplement or modification to, this Agreement (whether and any other documents prepared in connection herewith or not therewith, and the consummation of the transactions contemplated hereby or thereby will be consummated)and thereby, including, without limitation, the management reasonable fees and administration disbursements of Loans Xxxxx & Xxxx LLP, counsel to the Lender; and (ii) to pay or reimburse the Lender for all reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement (whether and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or not charges made by any Borrowings are made hereunder), any amendments, modifications or waivers Governmental Authority by reason of the provisions execution and delivery of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each (b) The Borrower will agrees to indemnify the Lender, Lender and its directors, officers officers, partners, employees, agents and employees Affiliates (each such Person including the directorsfor purposes of this paragraph, officers and employees herein referred to as each, an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actionsliabilities, damages, losses, costs, charges and expenses (including fees and liabilities expenses of whatsoever nature counsel) incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated herebyby this Agreement, the performance by the Lender parties thereto of its their respective obligations hereunder and under this Agreement or the consummation of the transactions and the other transactions contemplated hereunderby this Agreement, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligence, wilful negligence or willful misconduct or wilful material breach of this Agreement by such Indemnitee. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lead Arrangers, the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Agents in connection with the syndication of the credit facilities 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 Agents or any Lender, including the reasonable fees, charges and disbursements of external any counsel for the Lender Agents or any Lender, in connection with the negotiation and preparation enforcement of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s its rights in connection with this Agreement. (b) The Borrower shall indemnify the Lead Arrangers, including all such out-of-pocket expenses incurred during the Agents and each Lender, and each Related Party of any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees foregoing Persons (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities related expenses, including the fees, charges and disbursements of whatsoever nature any counsel for any Indemnitee, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or of, in connection with with, or as a result of (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender parties hereto of its their respective obligations hereunder and the consummation of the transactions contemplated hereunder, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, therefrom or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful negligence or willful misconduct or wilful material breach of this Agreement by 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 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 approvals of the Borrower (not to be unreasonably withheld) and the relevant Indemnitee (not to be unreasonably withheld or delayed).

Expenses; Indemnity. 9.3.1 a) The Borrowers will Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred (i) by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof or thereof (whether or not the transactions hereby contemplated shall be consummated), and (ii) by the collection, Lender in connection with the enforcement or protection of the Lender’s its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect . b) The Borrower agrees to indemnify the Lender and each Related Party of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees Lender (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature or kind asserted related expenses, including reasonable counsel fees, charges and disbursements, incurred by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject or asserted against any Indemnitee by any Person other than such Indemnitee and its Related Parties arising out of, in any connection with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement Agreement, or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto of its their respective obligations hereunder and or thereunder or the consummation of the transactions contemplated hereunderhereby or thereby, (bii) any Loan or any actual the use or proposed use of the proceeds of therefrom, or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by such Borrower and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder, wilful misconduct 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 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 wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of the Lender. All amounts due under this Section shall be payable on written demand therefor. d) To the fullest extent permitted by applicable law, neither the Borrower nor the Lender shall assert, and each of them hereby waives, any claim against the other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower hereby agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by the LenderAdministrative Agent or the Collateral Agent, the Arrangers and their respective Affiliates in connection with the syndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of external one primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, taken as a whole, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender in connection with the negotiation and preparation enforcement of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the Credit Facility case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the LoansIssuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm for all such affected persons). 9.3.2 Each (b) The Borrower will agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, each Issuing Bank, each Lender, its directorseach of their respective Affiliates, officers successors and employees assigns, and each of their respective Related Parties (each such Person including the directorsperson being called a “Protected Person”), officers and employees herein referred to as an “Indemnitee”) against, and to hold each Indemnitee Protected Person harmless from, any and all losses, claims, cost recovery actions, damages, expenses penalties, liabilities and liabilities related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of whatsoever nature in house counsel and limited to not more than one counsel for all such Protected Persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such Protected Persons, taken as a whole (and, in the case of an actual or kind perceived conflict of interest where the Protected Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for all such affected Protected Persons)), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject Protected Person arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder or the consummation of the Enhabit Transactions and the other transactions contemplated hereunderhereby, (bii) any Loan or any actual Letter of Credit or proposed the use of proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the proceeds therefrom, documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (ciii) 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 Protected Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower, any Indemnitee is a party theretoof its subsidiaries, (d) any other aspect of this Agreementequity holders or Affiliates; provided, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any IndemniteeProtected Person, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or a material breach of obligations under this Agreement or the other Loan Documents by, such Protected Person or any of its Related Parties or (y) arose from any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by a Protected Person against another Protected Person (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against any Agent or Arranger in its capacity as such). None of the Protected Persons (or any of their respective affiliates) shall be responsible or liable to the Borrower or any of its subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages which may be alleged as a result of the Facilities or the Enhabit Transactions; provided that this sentence shall not limit the Borrower’s indemnification obligations pursuant to this Section 9.05(b). 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 Obligations, the occurrence of the Termination Date, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within fifteen (15) days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to any Taxes other than Taxes that represent losses, claims, damages, liabilities and expenses resulting from a non-Tax claim. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Protected Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent that such damages are found by a final and non-appealable judgment decision of a court of competent jurisdiction to have resulted from the gross negligence, wilful bad faith or willful misconduct of, or wilful material breach of the Loan Documents by, such Protected Person; provided, however, that in no event shall any Protected Person have any liability to any Loan Party or any of their respective subsidiaries, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (e) The agreements in this Agreement by such IndemniteeSection 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations, the occurrence of the Termination Date and the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

Expenses; Indemnity. 9.3.1 The Borrowers will shall pay (a) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby will shall be consummated), ) and the management and administration of Loans and Loans, this Agreement and the other Financing Documents (whether or not any Borrowings are made hereunder), (b) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender, in connection with any amendments, modifications or waivers of the provisions hereof or of this Agreementany of the other Financing Documents, and (c) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of counsel for the Lender, in connection with the collection, enforcement or protection of the Lender’s its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the such Loans. 9.3.2 Each Borrower will shall indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by of the Lender of this Agreement Financing Documents or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder thereunder, and the consummation of the Transactions or any other transactions contemplated hereunderthereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Liability related to the Borrowers or any of the Subsidiaries, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (de) any other aspect of this AgreementAgreement and the other Financing Documents, and or (ef) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesenquiries (the “Claim”); provided that such indemnity will 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 non-non- appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 The Borrowers will shall pay (a) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby will shall be consummated), ) and the management and administration of Loans and Loans, this Agreement and the other Financing Documents (whether or not any Borrowings are made hereunder), (b) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender, in connection with any amendments, modifications or waivers of the provisions hereof or of this Agreementany of the other Financing Documents, and (c) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of counsel for the Lender, in connection with the collection, enforcement or protection of the Lender’s its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the such Loans. 9.3.2 Each Borrower will shall indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by of the Lender of this Agreement Financing Documents or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder thereunder, and the consummation of the Transactions or any other transactions contemplated hereunderthereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Liability related to the Borrowers or any of the Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this AgreementAgreement and the other Financing Documents, and or (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesenquiries (the “Claim”); provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 8.3.1 The Borrowers Borrower will pay (a) all reasonable out-of-pocket expenses incurred by the LenderLenders, including the reasonable fees, charges and disbursements of external counsel for the Lender Lenders in connection with the negotiation and preparation of this Agreement the Credit Documents (whether or not the transactions contemplated hereby or thereby will be consummated), ) and the management and administration of LIBOR Loans and under this Agreement (whether or not any Borrowings are made hereunder), (b) all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable fees, charges and disbursements of external counsel for the Lenders, in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof, and (c) all out-of-pocket expenses incurred by the Lenders, including the fees, charges and disbursements of counsel for the Lenders, in connection with the collection, enforcement or protection of the Lender’s its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the such LIBOR Loans. 9.3.2 Each 8.3.2 The Borrower will indemnify the each Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject subject, in each case arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement any Credit Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties thereto of its their respective obligations hereunder thereunder, and the consummation of the transactions contemplated hereunderhereunder or thereunder, (b) any LIBOR Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreementany Credit Document, and or (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defencedefense, preparation of defencedefense, litigation and enquiriesenquiries (the “Claim”); provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee. This Section 8.3.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, cost recovery actions, damages, expenses and liabilities arising from any non-Tax claim.

Expenses; Indemnity. 9.3.1 The Borrowers will Borrower agrees (i) promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the preparation, negotiation and preparation execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby will be are consummated), and the management consummation and administration of Loans the transactions contemplated hereby and this Agreement thereby (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers including Attorney Costs which shall be limited to Attorney Costs of one counsel to the provisions of this AgreementAgents, and one counsel to the collectionLenders (and one local counsel in each applicable jurisdiction for each group and, enforcement in the event of any actual or protection reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Lender’s rights Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent, Apollo 4830-5366-9817v1 and each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workoutlegal proceeding, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) againstany proceeding under any Debtor Relief Law, and hold including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents and one counsel to the Lenders (and one local counsel in each Indemnitee harmless fromapplicable jurisdiction for each group and, any and all losses, claims, cost recovery actions, damages, expenses and liabilities in the event of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the proceeds therefromextent otherwise reimbursable by the foregoing sentence of this section, (c) any actual or prospective claimthe foregoing costs and expenses shall include all reasonable search, litigationfiling, investigation or proceeding relating to any of the foregoingrecording, whether based on contracttitle insurance, tort or any other theory survey, environmental, property condition report and regardless of whether any Indemnitee is a party zoning report charges and fees related thereto, (d) and other reasonable and documented out of pocket expenses incurred by any other aspect of this AgreementAgent. The foregoing costs and expenses shall also include all mortgage recording, recording and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as filing fees charged by governmental authorities 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemniteerecord and/or file Collateral Documents.

Expenses; Indemnity. 9.3.1 The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s 's rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “"Indemnitee”") against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s 's rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees (i) promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the preparation, negotiation and preparation execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby will be are consummated), and the management consummation and administration of Loans the transactions contemplated hereby and this Agreement thereby (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers including Attorney Costs which shall be limited to Attorney Costs of one counsel to the provisions of this AgreementAgents, and one counsel to the collectionLenders (and one local counsel in each applicable jurisdiction for each group and, enforcement in the event of any actual or protection reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Lender’s rights Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent and the Collateral Agent and each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workoutlegal proceeding, restructuring including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the event of any actual or negotiations in respect reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the Credit Facility extent otherwise reimbursable by the foregoing sentence of this section, the foregoing costs and the Loansexpenses shall include all reasonable search, filing, recording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all mortgage recording, recording and filing fees charged by governmental authorities to record and/or file Collateral Documents. 9.3.2 Each Borrower will (b) Whether or not the transactions contemplated hereby are consummated, the Loan Parties shall, jointly and severally, indemnify and hold harmless the LenderAdministrative Agent, its directorsthe Collateral Agent and their respective Affiliates, officers successors and employees permitted assigns (each such Person including or the directors, officers officers, employees, agents, advisors and employees herein referred to as members of each of the foregoing) (each an “Agent Indemnitee” and collectively, the “Agent Indemnitees”) againstand each Lender and their respective Affiliates, successors and hold permitted assigns (or the directors, officers, employees, agents, advisors and members of each Indemnitee harmless fromof the foregoing) (each a “Lender Indemnitee” and collectively, the “Lender Indemnitees”; together with, the Agent Indemnitees, collectively the “Indemnitees”) from and against any and all actual losses, damages, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable documented out-of-pocket costs and expenses (including Attorney Costs which shall be limited to Attorney Costs of one outside counsel for the Agent Indemnitees and Attorney Costs of one outside counsel for the Lender Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and, in the event of any actual or reasonably perceived conflict of interest, one additional counsel in each jurisdiction for each type of similarly situated affected Indemnitees)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Agent Indemnitee may become subject or Lender Indemnitee in any way relating to or arising out of or in connection with (ai) the execution execution, delivery, enforcement, performance or delivery by the Lender administration of this Agreement any Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby, the performance by the Lender of its obligations hereunder and thereby or the consummation of the Transactions or the other transactions contemplated hereunderthereby, (bii) any Commitment or Loan or any actual the use or proposed use of the proceeds therefrom, (ciii) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property, vehicle or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any other Environmental Liability related in any way to any Loan Parties or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Agent Indemnitee or Lender Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or equityholders in all cases, (d) any other aspect whether or not caused by or arising, in whole or in part, out of this Agreement, and (e) the enforcement negligence of any such Agent Indemnitee or Lender Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that that, notwithstanding the foregoing, such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, damages, claims, liabilities and expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction or (y) any dispute solely among the Indemnitees other than (1) any claim against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent or similar role and (2) any claim arising out of any act or omission of the Borrower or any of its Affiliates, as determined by the final non-appealable judgment of a court of competent jurisdiction. No Indemnitee or any other party hereto shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damages resulted from the (A) gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction or (B) the material breach by such Indemnitee of its or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee’s obligations under the Loan Documents, as determined by the final non-appealable judgment of a court of competent jurisdiction. In the case of a claim, investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such claim, investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or other Affiliates or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. For the avoidance of doubt, this paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Each Lender (other than Treasury) shall indemnify and hold harmless the Agent Indemnitees (to the extent not indefeasibly and timely indemnified by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), based on and to the extent of such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), from and against any and all losses, claims, damages, liabilities or and related expenses (including reasonable and documented or invoiced out-of-pocket fees and expenses of a primary counsel for the Agent Indemnitees, taken as a whole (and, if necessary, one local counsel in each applicable jurisdiction) and, in the event of any actual or reasonably perceived conflict of interest, one additional counsel in each jurisdiction for the conflicted Agent Indemnitees, and excluding any allocated costs of in-house legal counsel and any other third parties and consultants) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Agent Indemnitee in any way relating to or arising out of or in connection with this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent Indemnitee (solely to the extent, in each case, that the Borrower is required to so indemnify and hold harmless the Administrative Agent Indemnitees pursuant to (and subject to the limitations of) this Section 10.05). Without limiting the foregoing, each Lender (other than Treasury) shall promptly following written demand therefor, pay or reimburse the Administrative Agent based on and to the extent of such Lender’s pro rata share of all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents including all such out-of-pocket costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective fees, charges and disbursements of a primary counsel and local counsel for the Agent Indemnitees, to the extent that the Agent Indemnitees are not timely reimbursed for such expenses by or on behalf of the Borrower. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans and unused Commitments at such time (or, if such indemnity payment is sought after the date on which the Loans have been paid in full and the Commitments are terminated, in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans are paid in full and the Commitments are terminated). Each Lender (other than Treasury) hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this paragraph (c). (d) To the extent permitted by applicable Law, (i) no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and each hereby waives, any claim against any Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a court 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 competent jurisdiction by final the proceeds thereof (whether before or after the Effective Date); provided that the foregoing shall in no event limit the Borrower’s indemnification obligations under clause (b) above. (e) The provisions of this Section 10.05 shall remain operative and non-appealable judgment to have resulted from in full force and effect regardless of the gross negligenceexpiration of the term of this Agreement, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any other Loan Document, any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender or the resignation or removal of any Agent. All amounts due under this Section 10.05 shall be payable within 30 days after written demand therefor (including documentation reasonably supporting such Indemniteerequest).

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay (i) all reasonable legal fees and disbursements incurred by the Administrative Agent in connection with the preparation of this Agreement and (ii) all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Lender, including the reasonable fees, charges Administrative Agent and disbursements of external counsel for the any Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and hereof or thereof or incurred by the collection, Administrative Agent or any Lender in connection with the enforcement or protection of the Lender’s their rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAdministrative Agent, its each Lender and each of their respective directors, officers officers, employees, Affiliates and employees agents (each such Person including the directors, officers and employees herein referred to as being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with of, (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, of the Loans or (cii) any actual or prospective claim, litigation, investigation investigation, or proceeding relating to any this Agreement, the use of such proceeds or the foregoingtransactions contemplated hereby, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. Each Lender shall notify the Borrower promptly after it determines that it will make a claim for indemnification under this Section 9.05(b). The Borrower shall be entitled to participate in the defense of the litigation, wilful misconduct investigation, or wilful material breach proceeding giving rise to such claim with counsel satisfactory to the Lender, in the exercise of its reasonable judgment; provided, however, that any such participation in such defense shall be conducted by the Borrower and at the Borrower's expense and in a manner considered by such Lender to be satisfactory and effective to protect against such claim without causing damage to the conduct of, or affecting such Lender's control of, such Lender's defense. The Borrower shall inform such Lender of its intention to participate in the defense of such claim within 15 days after receipt of notice thereof from such Lender. (c) The provisions of this Agreement 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 investigation made by such Indemniteeor on behalf of the Administrative Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees, jointly and severally, to pay all reasonable and documented out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Administrative Agent in connection with the negotiation preparation and preparation administration of this Agreement (whether and the other Loan Documents or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreement, and hereof or thereof (whether or not the collection, transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of the Lender’s its rights in connection with this AgreementAgreement and the other Loan Documents or in connection with the Loans made hereunder, including limited to, in the case of the Administrative Agent, the reasonable counsel fees, charges and disbursements of a single counsel plus, to the extent reasonably necessary, one local counsel in each applicable material jurisdiction, and any specialty counsel, and, in the case of the Lenders, the reasonable counsel fees, charges and disbursements of a single counsel for all such out-of-pocket expenses incurred during Lenders plus, to the extent reasonably necessary, one local counsel in each applicable material jurisdiction, and any workoutspecialty counsel, restructuring for all the Lenders taken as a whole (and, if any Lender shall have advised the Borrower that there is an actual or negotiations perceived conflict of interest, one additional firm of primary counsel and, if reasonably necessary, one additional firm of local counsel in respect each applicable material jurisdiction and specialty counsel for each group of affected Lenders that are similarly situated). (b) The Borrower agrees to indemnify the Administrative Agent, each Lender and each Related Party of any of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees foregoing Persons (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, liabilities and related expenses (limited to reasonable counsel fees, charges and liabilities disbursements of whatsoever nature or kind asserted by third partiesa single counsel plus, to the extent reasonably necessary, one local counsel in each applicable material jurisdiction, and any specialty counsel, for all reasonable out-of-pocket expenses to which the Indemnitees (and, if any Indemnitee may become subject shall have advised the Borrower that there is an actual or perceived conflict of interest, one additional firm of primary counsel and, if reasonably necessary, one additional firm of local counsel in each applicable material jurisdiction and specialty counsel for each group of affected Indemnitees that are similarly situated)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any other Loan Document or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefromof the Loans, (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party 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 (div) any other aspect actual or alleged presence or Release of this AgreementHazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, and (e) or any Environmental Liability related in any way to the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesBorrower or the Subsidiaries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted primarily from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful a material breach of such Indemnitee’s obligations hereunder. (c) To the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent or a related party thereof under clause (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Term Loans and unused Commitments (if any) at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, the Borrower shall not assert, and 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. (e) The provisions of this Section shall survive, 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 such Indemnitee.or on behalf of the Administrative Agent any

Expenses; Indemnity. 9.3.1 (a) The Borrowers will pay Loan Parties agree, jointly and severally, to pay, promptly upon demand: (i) all reasonable and documented costs and out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel Advisors for the Lender Lender, in connection with the negotiation preparation, negotiation, execution and preparation delivery of this Agreement the Loan Documents, the administration of the Loans and Commitments, the perfection and maintenance of the Liens securing the Collateral and any actual or proposed amendment, supplement or waiver of any of the Loan Documents (whether or not the transactions contemplated hereby or thereby will shall be consummated); provided that the portion of such costs and expenses incurred on or before the Closing Date that are payable by the Loan Parties shall not exceed $775,000 in the aggregate, plus the management costs and administration of Loans and this Agreement (whether expenses incurred with respect to granting, documenting or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the perfecting Lender’s rights security interest in connection with this Agreement, including the United States and Mexican Collateral; (ii) all such reasonable and documented out-of-pocket costs and expenses incurred by Lender, including the reasonable and documented out-of-pocket fees, charges and disbursements of Advisors for Lender, in connection with any action, suit or other proceeding affecting the Collateral or any part thereof, in which action, suit or proceeding Lender 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 Lender to defend or uphold the Liens granted by the Security Documents (including any action, suit or proceeding to establish or uphold the compliance of the Collateral with any Legal Requirements); (iii) all documented costs and expenses incurred by Lender, including the documented fees, charges and disbursements of Advisors for Lender, incurred in connection with the enforcement or protection of its rights under the Loan Documents, including its rights under this Section 10.03(a), or in connection with the Loans made hereunder and the collection of the Obligations, including all such costs and expenses incurred during any workout, restructuring or similar or related negotiations in respect of the Credit Facility Obligations; and (iv) all documentary and similar taxes and charges in respect of the LoansLoan Documents. Notwithstanding anything in this Agreement (including this Section 10.03) or any other Loan Document to the contrary, Lender shall not be entitled to receive reimbursement from the Loan Parties (x) of any costs and expenses if the Closing Date does not occur as a result of the condition set forth in Section 4.01(d)(iv) not being satisfied solely because Lender does not consent (if and to the extent such consent is required under this Agreement or any other Loan Document) to any amendment of or modification to the Tender Offer Documents which, in the reasonable opinion of Borrower and upon advice of its outside securities counsel, is required by law or regulation or (y) except as provided in Section 10.03(a)(i), of any costs and expenses incurred with respect to granting, documenting and perfecting Lender’s security interest in the Collateral in any jurisdiction other than the United States and Mexico. 9.3.2 Each Borrower will (b) The Loan Parties agree, jointly and severally, to indemnify the Lender, its each Affiliate of Lender and each of the respective officers, directors, officers partners, trustees, employees, affiliates, shareholders, Advisors, agents, attorneys-in-fact and employees controlling persons of each of the foregoing (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, cost recovery damages, liabilities, fees, fines, penalties, actions, damagesjudgments, expenses suits and liabilities of whatsoever nature related expenses, including reasonable counsel, engineers and consultants fees, charges and disbursements (collectively, “Claims”), incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of, in any way connected with, or as a result of or in connection with (ai) the execution execution, delivery, performance, administration or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation enforcement of the transactions contemplated hereunderLoan Documents, (bii) any Loan or any actual or proposed use of the proceeds therefromof the Loans, (ciii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (iv) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, at, under or from any property owned, leased or operated by any Company at any time, or any Environmental Claim or threatened Environmental Claim related in any way to any Company, (v) any past, present or future non-compliance with, or violation of, Environmental Laws or Environmental Permits applicable to any Company, or any Company’s business, or any property presently or formerly owned, leased, or operated by any Company or their predecessors in interest, (vi) the environmental condition of any property owned, leased, or operated by any Company at any time, or the applicability of any Legal Requirements relating to such property, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of any Company, (vii) the imposition of any environmental Lien encumbering any Real Property, (viii) the consummation of the Transactions and the other transactions contemplated hereby or (ix) any actual or prospective claim, litigation, investigation investigation, or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Loan Party or otherwise, and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful material breach of its officers, directors, partners, trustees, employees, affiliates, shareholders, Advisors, agents, attorneys-in-fact and controlling persons. (c) The Loan Parties agree, jointly and severally, that, without the prior written consent of Lender, which consent will not be unreasonably withheld, the Loan Parties will not enter into any settlement of a Claim in respect of the subject matter of clauses (i) through (ix) of Section 10.03(b) unless such settlement includes an explicit and unconditional release from the party bringing such Claim of all Indemnitees. (d) The provisions of this Section 10.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans and any other Obligations, the release of any Guarantor or of all or any portion of the Collateral, 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 Lender. All amounts due under this Section 10.03 shall be payable promptly upon written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (e) To the fullest extent permitted by applicable Legal Requirements, no Loan Party 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, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, 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 the Loan Documents or the transactions contemplated thereby, except to the extent that such Indemniteedamages are determined to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or of its officers, directors, partners, trustees, employees, affiliates, shareholders, Advisors, agents, attorneys-in-fact and controlling persons. (f) All amounts due under this Section 10.03 shall be payable not later than 10 days after demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower hereby agrees to pay (i) all reasonable and documented out-of-pocket expenses (including, subject to Section 9.05(c), Other Taxes) incurred by the LenderAdministrative Agent or the Collateral Agent, the Arrangers and their respective Affiliates in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Original Credit Agreement, this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of external one primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, any Issuing Bank or any Lender in connection with the negotiation and preparation enforcement of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with the Original Credit Agreement, this AgreementAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including the Credit Facility fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the Loanscase of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of such for such affected person). 9.3.2 Each (b) The Borrower will agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, each Issuing Bank, each Lender, its directorseach of their respective Affiliates, officers successors and employees assignors, and each of their respective Related Parties, (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of whatsoever nature in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such Indemnitees, taken as a whole (and, in the case of an actual or kind perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee)), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by of the Lender of Original Credit Agreement, this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderhereby, (bii) any Loan or any actual or proposed the use of the proceeds therefromof the Loans or the use of any Letter of Credit (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (ciii) any violation of or liability under Environmental Laws by the Borrower or any Subsidiary, (iv) any actual or prospective alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by the Borrower or any Subsidiary or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of their subsidiaries or Affiliates; provided, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee or any of its Related Parties or (y) arose from any claim, wilful misconduct actions, suits, inquiries, litigation, investigation or wilful material breach proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent or an Arranger in its capacity as such). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities. 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 Obligations, the occurrence of the Termination Date, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by such or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.15. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit 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 (including the internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations, the occurrence of the Termination Date and the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

Expenses; Indemnity. 9.3.1 The Borrowers 10.4.1 Each Borrower will pay its pro rata share of all reasonable out-of-pocket expenses incurred by the LenderLenders, including the reasonable fees, charges and disbursements of external counsel for the Lender Lenders in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s Lenders’ rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 10.4.2 Each Borrower will indemnify the LenderLenders, its their directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender Lenders of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender Lenders of its their obligations hereunder or thereunder, and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesenquiries (the “Claim”); provided that (i) such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful willful misconduct or wilful willful material breach of this Agreement by such Indemnitee; (ii) if any such losses, claims, actions, damages, expenses and liabilities arise from the actions or inactions of or transactions with only one Borrower, only such Borrower will be liable to indemnify the Indemnities for the full amount thereof, and (iii) if any such losses, claims, actions, damages, expenses and liabilities arise from the actions or inactions of or transactions with more than one Borrower, only those Borrowers will be liable to indemnify the Indemnities in respect thereof, each as to its pro rata share. 10.4.3 For purposes of this Section 10.4, each Borrower’s pro rata share will equal 25% except that when this term is used with reference to less than all of the Borrowers, the pro rata shares of each such Borrowers will be equal and will total 100%.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Lender, Lender and its Affiliates (including the reasonable fees, charges and disbursements of external counsel for the Lender Lender), in connection with the negotiation preparation, negotiation, execution, delivery and preparation administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby will shall be consummated), (ii) all reasonable out of pocket expenses incurred by the management Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and administration (iii) all out of Loans pocket expenses incurred by the Lender (including the fees, charges and this Agreement (whether or not disbursements of any Borrowings are made hereundercounsel for the Lender), any amendments, modifications or waivers of in connection with the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loanssuch Loans or Letters of Credit, in any arbitration proceeding or otherwise. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an b) THE BORROWER SHALL INDEMNIFY THE LENDER (AND ANY SUB-AGENT THEREOF) AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “IndemniteeINDEMNITEE”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claimsclaims (including, cost recovery actionswithout limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the fees, charges and liabilities disbursements of whatsoever nature any counsel for any Indemnitee), incurred by any Indemnitee or kind asserted against any Indemnitee by third partiesany Person (including the Borrower or any other Credit Party), arising out of, in connection with, or as a result of (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, 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 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 LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO ANY CREDIT PARTY OR ANY SUBSIDIARY, (iv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, ARBITRATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (v) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION, ARBITRATION OR OTHER PROCEEDING (WHETHER OR NOT THE LENDER IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANS, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS AND CONSULTANT’S FEES, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. (c) To the fullest extent permitted by Applicable Law, the Borrower and each other Credit Party shall not assert, and all reasonable out-of-pocket expenses hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to which any Indemnitee may become subject direct or actual damages) arising out of or of, in connection with (a) the execution with, or delivery by the Lender of as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderhereby or thereby, (b) any Loan or any actual Letter of Credit or proposed the use of the proceeds therefrom, thereof. No Indemnitee referred to in clause (cb) above shall be liable for any actual or prospective claim, litigation, investigation or proceeding relating to any of damages arising from the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement use by unintended recipients of any Indemnitee’s rights hereunder and any related investigationinformation or other materials distributed by it through telecommunications, defence, preparation electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except for such damages arising from the gross negligence or willful misconduct of defence, litigation and enquiries; provided that such indemnity will not, Indemnitee 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 non-appealable judgment to have resulted from nonappealable judgment. All amounts due under this Section shall be payable promptly after demand therefor. Each party’s obligations under this Section shall survive the gross negligencetermination of the Loan Documents and payment of the obligations hereunder. (d) THE BORROWER AND THE LENDER EXPRESSLY INTEND THAT THE FOREGOING INDEMNITY SHALL COVER, wilful misconduct or wilful material breach of this Agreement by such IndemniteeAND THAT THE BORROWER SHALL INDEMNIFY AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST, COSTS, EXPENSES AND LOSSES SUFFERED AS A RESULT OF THE NEGLIGENCE OF ANY INDEMNITEE (OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender any Agent in connection with the negotiation and preparation of entering into this Agreement (whether or not by the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), Paying Agent in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof, and or incurred by any Agent or any Lender in connection with the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement or in connection with the Revolving Credit Loans made hereunder, including all such out-of-pocket expenses incurred during any workoutthe reasonable fees and disbursements of a single counsel for the Agents or, restructuring in the case of enforcement or negotiations in respect of protection, counsel for the Credit Facility and the LoansLenders. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAgent Parties, its the Lenders, their respective Affiliates, and their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Revolving Credit Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. (c) 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, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Revolving Credit Loans, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of any Agent Party or any Lender. All amounts due under this Section 8.05 shall be payable on written demand therefor. (d) All out-of-pocket expenses that any Lender may sustain or incur as a consequence of (a), (b), (c) or (d) of Section

Expenses; Indemnity. 9.3.1 The Borrowers will (a) BGI hereby agrees to pay (i) all reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by the LenderAdministrative Agent or the Collateral Agent, the Arrangers and their respective Affiliates in connection with the syndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of external one primary counsel for the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable and documented out‑of‑pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender in connection with the negotiation and preparation enforcement of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the Credit Facility case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the LoansIssuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs BGI of such conflict and thereafter retains its own counsel, of another firm for such affected person). 9.3.2 Each Borrower will (b) BGI agrees to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, each Issuing Bank, each Lender, its directorseach of their respective Affiliates, officers successors and employees assigns, and each of their respective Related Parties (each such Person including the directorsperson being called a “Protected Person”), officers and employees herein referred to as an “Indemnitee”) against, and to hold each Indemnitee Protected Person harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of whatsoever nature in house counsel and limited to not more than one counsel for all such Protected Persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such Protected Persons, taken as a whole (and, in the case of an actual or kind perceived conflict of interest where the Protected Person affected by such conflict informs BGI of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Protected Person)), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject Protected Person arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder or the consummation of the Merion Transactions and the other transactions contemplated hereunderhereby, (bii) any Loan or any actual Letter of Credit or proposed the use of proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the proceeds therefrom, documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (ciii) 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 Protected Person is a party thereto and regardless of whether such matter is initiated by a third party or by BGI, any Indemnitee is a party theretoof its subsidiaries, (d) any other aspect of this Agreementequity holders or Affiliates; provided, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any IndemniteeProtected Person, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or a material breach of obligations under this Agreement or the other Loan Documents by, such Protected Person or any of its Related Parties or (y) arose from any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of BGI or any of its Affiliates and is brought by a Protected Person against another Protected Person (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against any Agent or Arranger in its capacity as such). None of the Protected Persons (or any of their respective affiliates) shall be responsible or liable to BGI or any of its subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages which may be alleged as a result of the Facilities or the Merion Transactions. None of BGI or any of its subsidiaries, Affiliates or stockholders shall be responsible or liable to any Protected Person or any of its Related Parties for any special, indirect, consequential or punitive damages which may be alleged as a result of the Facilities or the Merion Transactions; provided that this sentence shall not limit BGI’s indemnification obligations pursuant to this Section 9.05(b). 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 Obligations, the occurrence of the Termination Date, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within fifteen (15) days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to any Taxes other than Taxes that represent losses, claims, damages, liabilities and expenses resulting from a non-Tax claim. (d) To the fullest extent permitted by applicable law, BGI shall not assert, and hereby waives, any claim against any Protected Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent that such damages are found by a final and non-appealable judgment decision of a court of competent jurisdiction to have resulted from the gross negligence, wilful bad faith or willful misconduct of, or wilful material breach of the Loan Documents by, such Protected Person or any of its Related Parties; provided, however, that in no event shall any Protected Person have any liability to any Borrower or Guarantor or any of their respective subsidiaries, any Lender, any Issuing Bank or any other person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (e) The agreements in this Agreement by such IndemniteeSection 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations, the occurrence of the Termination Date and the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

Expenses; Indemnity. 9.3.1 The Borrowers will Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Parent Borrower agrees to (a) pay all reasonable and documented out-of-pocket expenses incurred by of the LenderAdministrative Agent and the Arrangers 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 the reasonable feesand documented out-of-pocket syndication (including, charges without limitation, all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) and due diligence expenses and reasonable and documented fees and disbursements of external one counsel for representing the Administrative Agent and a single local counsel in any applicable foreign jurisdiction) and (ii) where applicable, the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent, the Arrangers, the Issuing Lenders, the Swingline Lender in connection with or the negotiation and preparation of Lenders relating to this Agreement (whether or not any other Loan Document, including without limitation reasonable and documented fees and disbursements of counsel representing the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, Administrative Agent and the collectionLenders, enforcement or protection of the Lender’s rights in connection with this Agreement, including (b) pay all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility Administrative Agent, the Arrangers, each Issuing Lender, the Swingline Lender and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Administrative Agent, the Arrangers, the Issuing Lenders, the Swingline Lender and the Loans. 9.3.2 Each Borrower will indemnify Lenders under the Credit Facilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, the Arrangers, any Issuing Lender, its directorsthe Swingline Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, officers which expenses shall include without limitation the reasonable fees and employees disbursements of such Persons and (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”c) pay any civil penalty or fine assessed by OFAC against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable and documented costs and out-of-pocket expenses to which (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of any Credit Party that violates a Sanction enforced by OFAC. The Parent Borrower hereby indemnifies, exonerates and holds the Administrative Agent, the Arrangers, the Issuing Lenders, the Swingline Lender and the Lenders, and each Related Party of any of the foregoing (each an “Indemnitee”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any Indemnitee may become subject in connection with any claim, investigation, litigation or other proceeding (whether or not such Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in connection any way connected with (a) the execution or delivery by Credit Facilities, the Lender Loans, the Letters of Credit, this Agreement or any agreement other Loan Document or instrument contemplated herebyas a result of the breach of any of the Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of such Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the performance by Parent Borrower hereby agrees to make the Lender maximum contribution to the payment and satisfaction of its obligations hereunder and the consummation each of the transactions contemplated hereunderIndemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, (b) in the case of any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or other proceeding relating to any of which the foregoingindemnity in this Section 13.2 applies, such indemnity shall be effective whether based on contractor not such investigation, tort litigation or proceeding is brought by a third party, the Parent Borrower or any other theory and regardless of whether Credit Party. This Section 13.2 shall not apply with respect to taxes other than any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided taxes that such indemnity will not, as to any Indemnitee, be available to the extent that such represent losses, claims, damages, damages or related liabilities or related expenses are determined by a court of competent jurisdiction by final and arising from any non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemniteetax claim.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees (i) promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the preparation, negotiation and preparation execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby will be are consummated), and the management consummation and administration of Loans the transactions contemplated hereby and this Agreement thereby (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers including Attorney Costs which shall be limited to Attorney Costs of one counsel to the provisions of this AgreementAgents, and one counsel to the collectionLenders (and one local counsel in each applicable jurisdiction for each group and, enforcement in the event of any actual or protection reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Lender’s rights Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent, Apollo and each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workoutlegal proceeding, restructuring including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the event of any actual or negotiations in respect reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the Credit Facility extent otherwise reimbursable by the foregoing sentence of this section, the foregoing costs and the Loansexpenses shall include all reasonable search, filing, recording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all mortgage recording, recording and filing fees charged by governmental authorities to record and/or file Collateral Documents. 9.3.2 Each Borrower will (b) Whether or not the transactions contemplated hereby are consummated, the Loan Parties shall, jointly and severally, indemnify and hold harmless the LenderAdministrative Agent, its directorsthe Collateral Agent and their respective Affiliates, officers successors and employees permitted assigns (each such Person including or the directors, officers officers, employees, agents, advisors and employees herein referred to as members of each of the foregoing) (each an “Agent Indemnitee” and collectively, the “Agent Indemnitees”) againstand each Lender and their respective Affiliates, successors and hold permitted assigns (or the directors, officers, employees, agents, advisors and members of each Indemnitee harmless fromof the foregoing) (each a “Lender Indemnitee” and collectively, the “Lender Indemnitees”; together with, the Agent Indemnitees, collectively the “Indemnitees”) from and against any and all actual losses, damages, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable documented out-of-pocket costs and expenses (including Attorney Costs which shall be limited to Attorney Costs of one outside counsel for the Agent Indemnitees and Attorney Costs of one outside counsel for the Lender Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and, in the event of any actual or reasonably perceived conflict of interest, one additional counsel for each type of similarly situated affected Indemnitees)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Agent Indemnitee may become subject or Lender Indemnitee in any way relating to or arising out of or in connection with (ai) the execution execution, delivery, enforcement, performance or delivery by the Lender administration of this Agreement any Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby, the performance by the Lender of its obligations hereunder and thereby or the consummation of the Transactions or the other transactions contemplated hereunderthereby, (bii) any Commitment or Loan or any actual the use or proposed use of the proceeds therefrom, (ciii) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property, vehicle or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any other Environmental Liability related in any way to any Loan Parties or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Agent Indemnitee or Lender Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or equityholders in all cases, (d) any other aspect whether or not caused by or arising, in whole or in part, out of this Agreement, and (e) the enforcement negligence of any such Agent Indemnitee or Lender Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that that, notwithstanding the foregoing, such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, damages, claims, damagesliabilities and expenses resulted from (x) the gross negligence, liabilities bad faith or related expenses are willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among the Indemnitees other than (1) any claim against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent or similar role and (2) any claim arising out of any act or omission of the Borrower or any of its Affiliates or (z) the material breach by such Indemnitee of its obligations under the Loan Documents (or any related party), as determined by the final non-appealable judgment of a court of competent jurisdiction. No Indemnitee or any other party hereto shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damages resulted from the (A) gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction or (B) the material breach by such Indemnitee of its or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee’s obligations under the Loan Documents, as determined by the final and non-appealable judgment of a court of competent jurisdiction. In the case of a claim, investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such claim, investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or other Affiliates or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. For the avoidance of doubt, this paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent that any Loan Party fails to pay any amount required to be paid by them to the Administrative Agent or the Collateral Agent under paragraph (a) or (b) of this Section within the timeframe specified therein, each Lender severally agrees to indemnify and reimburse, and pay to the Administrative Agent or the Collateral Agent such Xxxxxx’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 in its capacity as such. For purposes hereof, if the Term Loans have resulted from been paid in full prior to such determination pursuant to the gross negligenceimmediately preceding sentence, wilful misconduct then each such Lender’s “pro rata share” shall be determined as of the last date the Term Loans were in effect immediately prior to such payment in full. (c) To the extent permitted by applicable Law, (i) no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and each hereby waives, any claim against any Loan Party, on any theory of liability, for special, indirect, consequential or wilful material breach 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 (whether before or after the Restatement Effective Date); provided that the foregoing shall in no event limit the Borrower’s indemnification obligations under clause (b) above. (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 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 the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 10.05 shall be payable within 30 days after written demand therefor (including documentation reasonably supporting such Indemniteerequest).

Expenses; Indemnity. 9.3.1 The (a) Borrowers will shall pay all reasonable out-of-pocket Expenses promptly upon request. Borrowers also shall reimburse Lender for all legal, accounting, appraisal, consulting, and other fees and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender it in connection with the (i) negotiation and preparation of this Agreement any Loan Documents, including any modification thereof; (ii) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Xxxxxx’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (iii) subject to the limits of Section 4.10, any examination or appraisal with respect to any Loan Party or Collateral by Lender’s personnel or a third party. (b) Each Loan Party indemnifies Lender and each of its Affiliates and its and its Affiliates’ respective officers, directors, attorneys, representatives, Affiliates, employees, advisors, and agents (each an “Indemnified Person”) from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, Expenses, and disbursements of any kind or nature whatsoever (including attorneys’ fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against Lender in any litigation, proceeding, or investigation with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, the Loan Documents, whether or not Lender is a party to the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees Loan Documents (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contractthe “Indemnified Liabilities”). WITHOUT LIMITATION, tort or THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON. The foregoing to the contrary notwithstanding, no Loan Party shall have any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as obligation to any Indemnitee, be available Indemnified Person under this Section with respect to the extent any Indemnified Liability that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment finally determines to have resulted from the gross negligencenegligence or willful misconduct of such Indemnified Person. The Loan Parties must pay all Expenses when due. The Loan Parties’ obligation to pay the Expenses and all of the reimbursement and indemnification obligations provided for in the Loan Documents are part of the Obligations, wilful misconduct or wilful material breach are secured by all of this Agreement by such Indemniteethe Collateral, and survive the repayment of the Obligations.

Expenses; Indemnity. 9.3.1 The Borrowers will pay (a) Borrower shall reimburse NFF for all reasonable out-of-pocket expenses third party fees, costs, and expenses, including but not limited to attorneys’ fees, reasonably incurred by NFF in the Lenderpreparation and administration of the Loan Documents and any amendments, including modifications or waivers of the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement provisions thereof (whether or not the transactions contemplated hereby or thereby will shall be consummated), ) and/or in connection with the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the LenderNFF’s rights in connection with the Loan Documents (including its rights under this AgreementSection) or the Loans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each (b) Borrower will indemnify indemnify, defend and hold NFF and its affiliates and the Lender, its respective directors, officers officers, employees, agents and employees advisors of NFF and its affiliates (each such Person including the directorsperson, officers and employees herein referred to as an “Indemnitee”) againstharmless against and with respect to any liability, and hold each Indemnitee harmless from, any and all lossesobligations, claims, cost recovery actions, losses or damages, costs and expenses and liabilities of whatsoever nature (including reasonable attorneys’ fees) arising from or kind asserted by third parties, and all reasonable out-of-pocket expenses relating to which any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderother Loan Document, (bii) any act or omission of Borrower in connection with or related to any Loan, (iii) any Loan or any actual or proposed the use of the proceeds therefrom, (civ) the enforcement of any of NFF’s rights under the Loan Documents and (v) any actual or prospective claim, litigation, investigation or proceeding of third parties relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity no Indemnitee will notbe entitled to indemnification if any liability, as to any Indemnitee, be available to the extent that such lossesobligations, claims, losses or damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from such Indemnitee’s gross negligence or willful misconduct. (c) Borrower shall not assert, and hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated by this Agreement, any Loan or the gross negligenceuse of the proceeds thereof. (d) If any action, wilful misconduct suit or wilful other proceeding within the scope of the indemnities in Section 6.5(b) is brought against any Indemnitee, such Indemnitee shall notify Borrower of the commencement thereof, and Borrower shall be entitled, at its expense, acting through counsel reasonably acceptable to such Indemnitee, to participate in, and, to the extent that Borrower desires, to assume and control the defense thereof. If Borrower assumes the defense of any such action, suit or proceeding, such Indemnitee shall be entitled to participate in such action, suit or proceeding at its own expense. Notwithstanding the foregoing, Borrower shall not be entitled to assume and control the defense of any such action, suit or proceeding if and to the extent that, in the opinion of such Indemnitee, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnitee or a conflict of interest between such Indemnitee and Borrower or between such Indemnitee and another Indemnitee (unless such conflict of interest is waived by the affected Indemnitees), and in such event (other than with respect to disputes between such Indemnitee and another Indemnitee) Borrower shall pay the reasonable expenses of such Indemnitee in such defense. If Borrower has assumed the defense of any such action, suit or proceeding, it shall promptly report to such Indemnitee on the status of such action, suit or proceeding as material breach of this Agreement developments occur and from time to time as requested by such Indemnitee and shall deliver to such Indemnitee a copy of each document filed or served on any party in such action, suit or proceeding and each material document which Borrower possesses relating to such action, suit or proceeding. If Borrower has assumed the defense of any such action, suit or proceeding, such Indemnitee shall not settle such action, suit or proceeding without Borrower’s prior consent; provided, however, that if any Indemnitee determines that failure to compromise or settle any such action, suit or proceeding is likely to subject such Indemnitee to civil, criminal or administrative penalties, to result in the loss, suspension or impairment of a license or Permit held by such Indemnitee or to cause material damage to such Indemnitee’s reputation, such Indemnitee shall be entitled to compromise or settle such action, suit or proceeding without Borrower’s consent, and Borrower shall indemnify such Indemnitee for all costs of such settlement. (e) Borrower shall pay all amounts due under this Section within 20 days after written demand.

Expenses; Indemnity. 9.3.1 The Borrowers will Borrower agrees (i) promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the preparation, negotiation and preparation execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby will be are consummated), and the management consummation and administration of Loans the transactions contemplated hereby and this Agreement thereby (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers including Attorney Costs which shall be limited to Attorney Costs of one counsel to the provisions of this AgreementAgents, and one counsel to the collectionLenders (and one local counsel in each applicable jurisdiction for each group and, enforcement in the event of any actual or protection reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Lender’s rights Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent, Apollo and each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workoutlegal proceeding, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) againstany proceeding under any Debtor Relief Law, and hold including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents and one counsel to the Lenders (and one local counsel in each Indemnitee harmless fromapplicable jurisdiction for each group and, any and all losses, claims, cost recovery actions, damages, expenses and liabilities in the event of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the proceeds therefromextent otherwise reimbursable by the foregoing sentence of this section, (c) any actual or prospective claimthe foregoing costs and expenses shall include all reasonable search, litigationfiling, investigation or proceeding relating to any of the foregoingrecording, whether based on contracttitle insurance, tort or any other theory survey, environmental, property condition report and regardless of whether any Indemnitee is a party zoning report charges and fees related thereto, (d) and other reasonable and documented out of pocket expenses incurred by any other aspect of this AgreementAgent. The foregoing costs and expenses shall also include all mortgage recording, recording and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as filing fees charged by governmental authorities 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.record and/or file Collateral Documents. 41112.00012

Expenses; Indemnity. 9.3.1 The Borrowers Borrower will (a) pay all reasonable and documented out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent 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 reasonable out-of-pocket syndication and due diligence expenses incurred by the Lender, including the and reasonable fees, charges fees and disbursements of external counsel for the Lender in connection with Administrative Agent and (ii) the negotiation preparation, execution and preparation delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreementother Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all such reasonable and documented out-of-pocket expenses of the Administrative Agent and each Lender actually incurred during in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring restructuring, bankruptcy or negotiations other similar proceeding, enforcing any Obligations of, or collecting any payments due from, the Borrower or any guarantor by reason of an Event of Default (including in respect connection the enforcement of any guaranty agreement) and (c) defend, indemnify and hold harmless the Credit Facility Administrative Agent and the Loans. 9.3.2 Each Borrower will indemnify the LenderLenders, its directorsand their respective parents, Subsidiaries, Affiliates, employees, agents, officers and employees (each such Person including the directors, officers from and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, claimspenalties, cost recovery actionsfines, liabilities, settlements, damages, expenses costs and liabilities of whatsoever nature expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or kind asserted by third partiesother proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection any way connected with (a) the execution or delivery by the Lender of Loans, this Agreement Agreement, any other Loan Document or any agreement documents, reports or instrument other information provided to the Administrative Agent or any Lender or contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of or referred to herein or therein or the transactions contemplated hereunderhereby or thereby, (b) any Loan or any actual or proposed use of the proceeds therefromincluding, (c) any actual or prospective claimwithout limitation, litigationreasonable attorney’s and consultant’s fees, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court any of competent jurisdiction by final and non-appealable judgment to have resulted the foregoing directly results from the gross negligencenegligence or willful misconduct of the party seeking indemnification therefor. Notwithstanding the foregoing, wilful misconduct nothing in this Section shall require the Borrower to reimburse the Administrative Agent or wilful material breach any Lender in duplication of this Agreement by such Indemniteeany liability of the Borrower under Section 3.8, 3.9, 3.10 and 3.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender any Agent in connection with the negotiation and preparation of entering into this Agreement (whether or not by the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), Paying Agent in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof, and or by any Agent or any Lender in connection with the collection, enforcement or protection of the Lender’s its rights in connection with this AgreementAgreement or the Loans made hereunder, including all such out-of-pocket expenses incurred during any workoutthe reasonable fees and disbursements of a single counsel for the Agents or, restructuring in the case of enforcement or negotiations in respect of protection, counsel for the Credit Facility and the LoansLenders. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAgents, its the Lenders, their respective Affiliates, and their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. (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, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor. (d) All out-of-pocket expenses that any Lender may sustain or incur as a consequence of (a), (b), (c) or (d) of Section 2.15 but that are not included in the calculations made pursuant to the second and third sentences of Section 2.15, shall be included in the amount or amounts payable to such IndemniteeLender and in the manner provided pursuant to this Section 9.05.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will pay all reasonable out-of-pocket expenses incurred by the LenderCompany hereby agrees, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions hereby contemplated hereby or thereby will shall be consummated), to pay, and save any holder harmless against liability for the payment of, the management costs and administration expenses incurred by such holder, including, without limitation, the reasonable fees and disbursements of Loans counsel engaged by Xxxxxx, EIT and this Agreement the Individual Investors, in connection with (i) any subsequent proposed amendment to, modification of, or proposed consent under (whether or not any Borrowings are made hereunder)such proposed modification shall be effected or proposed consent granted) and (ii) the costs and expenses, including attorney's fees, incurred by Xxxxxx, EIT and the Individual Investors, in enforcing its rights under, any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement Warrants or protection of the Lender’s rights Series D Preferred Stock or in responding to any subpoena or other legal process issued in connection with this AgreementAgreement or the transactions contemplated hereby or by reason of such Purchaser's having acquired any Security, including all such out-of-pocket without limitation, costs and expenses incurred during in any workoutbankruptcy case involving the Company or any of its Subsidiaries; provided, restructuring however, that the Company shall not be obligated to -------- ------- pay any costs, fees or negotiations in respect expenses incurred by any holder solely by reason of such holder's gross negligence or willful misconduct. The obligations of the Credit Facility Company under this Section 11.2 shall survive the transfer of any Securities or ------------ portion thereof or interest therein by any Purchaser or any subsequent holder of the Securities and the Loansredemption of the Preferred Shares. 9.3.2 Each Borrower will indemnify (b) Notwithstanding any investigation performed by any Purchaser prior to any Closing of the LenderInitial Investment or any Subsequent Investment, from and after the Closing of the Initial Investment, the Company shall indemnify, save and hold harmless, release and discharge each holder of any Securities and all of its officers, directors, officers stockholders, agents, representatives, consultants, employees, and employees Affiliates, and all of its heirs, successors and permitted assigns from and against any and all damages, obligations, cases, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs (each such Person including attorneys' fees and court costs) and other liabilities of any kind, including, without limitation, environmental liabilities (collectively, "DAMAGES"), arising from, out of or in any manner connected with or based on (i) notwithstanding any disclosure in this Agreement (including the directorsexhibits and schedules attached hereto) or otherwise, officers the breach of any covenant of the Company or the failure by the Company to perform any of its obligations contained herein or in any of the agreements, documents or instruments required to be executed and employees herein referred delivered by the Company in connection with the transactions contemplated hereby and in any other Transaction Documents, (ii) any inaccuracy in or breach of any representation or warranty of the Company under this Agreement or any agreement, document or instrument required to as an “Indemnitee”be executed and delivered by the Company in connection with the transactions contemplated hereby and in any other Transaction Documents, (iii) against, notwithstanding any disclosure in this Agreement (including the exhibits and hold each Indemnitee harmless fromschedules attached hereto) or otherwise, any and all lossesacts, claimsomissions, cost recovery actionsevents, damagesconditions or circumstances involving or related to the assets, expenses and liabilities properties, businesses, operations or activities of whatsoever nature or kind asserted by third partiesthe Company, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement its Subsidiaries or any agreement predecessor of any thereof, whether occurring or instrument contemplated herebyexisting on, prior to or after the performance by the Lender of its obligations hereunder and the consummation Closing of the transactions contemplated hereunderInitial Investment, (b) except if any Loan such Damages arise solely as a result of such Person's gross negligence or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemniteewillful misconduct.

Expenses; Indemnity. 9.3.1 The Borrowers will pay (a) Borrower shall reimburse Lender upon receipt of notice for all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with (i) the negotiation preparation, negotiation, execution and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers delivery of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder Loan Documents and the consummation of the transactions contemplated hereunderthereby and all the costs of furnishing all opinions by counsel for Borrower; (ii) Borrower's and Lender's ongoing performance under and compliance with the Loan Documents, including confirming compliance with environmental and insurance requirements; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications of or under any Loan Document and any other documents or matters requested by Lender; (iv) filing and recording of any Loan Documents; (v) title insurance, surveys, inspections and appraisals; (vi) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, the Loan Documents, the Property, or any other security given for the Loan; and (vii) enforcing any obligations of or collecting any payments due from Borrower under any Loan Document or with respect to any of the Mortgaged Properties or in connection with any refinancing or restructuring of the Loan in the nature of a "work-out", or any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. (b) Borrower shall indemnify and hold harmless Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender (collectively, the "INDEMNIFIED LIABILITIES") in any manner, relating to or arising out of or by reason of (i) any breach by Borrower of its obligations under any Loan Document; (ii) any material misrepresentation by Borrower contained in any Loan Document; (iii) the use or any actual or proposed intended use of the proceeds therefrom, of the Loan; (civ) any actual information provided by or prospective claimon behalf of Borrower, litigationor contained in any documentation approved by Borrower; (v) any accident, investigation injury to or proceeding relating death of persons or loss of or damage to property occurring in, on or about any of the foregoingProperties or on the adjoining sidewalks, whether based on contractcurbs, tort adjacent property or any other theory and regardless of whether any Indemnitee is a party theretoadjacent parking areas, streets or ways; (dvi) any use, nonuse or condition in, on or about any of the Properties or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other aspect property in respect of this Agreement, and any of the Properties; (eviii) the enforcement presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Indemnitee’s rights hereunder and Hazardous Substance on, from or affecting any related investigation, defence, preparation of defence, litigation and enquiriesthe Properties; provided that such indemnity will not, as to (ix) any Indemnitee, be available to the extent that such losses, claims, damages, liabilities personal injury (including wrongful death) or property damage (real or personal) arising out of or related expenses are determined by a court to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of competent jurisdiction by final and non-appealable judgment the Environmental Laws, which is based upon or in any way related to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.Hazardous

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower hereby agrees to pay (i) all reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by any Administrative Agent or the LenderCollateral Agent, the Arrangers and their respective Affiliates in connection with the syndication and distribution (including via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of lenders) of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including the reasonable fees, charges and disbursements of external one primary counsel for each Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, (ii) all reasonable and documented out‑of‑pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender in connection with the negotiation and preparation enforcement of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement and any other Loan Document, in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and including (but limited in the Credit Facility case of fees, charges and disbursements of counsel to) the fees, charges and disbursements of a single counsel for the Agents, Lenders and the LoansIssuing Banks, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm for such affected person). 9.3.2 Each (b) The Borrower will agrees to indemnify each Administrative Agent, the Collateral Agent, the Arrangers, each Issuing Bank, each Lender, its directorseach of their respective Affiliates, officers successors and employees assigns, and each of their respective Related Parties (each such Person including the directorsperson being called a “Protected Person”), officers and employees herein referred to as an “Indemnitee”) against, and to hold each Indemnitee Protected Person harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of whatsoever nature in house counsel and limited to not more than one counsel for all such Protected Persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction and (if appropriate) a single regulatory counsel for all such Protected Persons, taken as a whole (and, in the case of an actual or kind perceived conflict of interest where the Protected Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Protected Person)), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject Protected Person arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated hereunderhereby, (bii) any Loan or any actual Letter of Credit or proposed the use of proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the proceeds therefrom, documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (ciii) 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 Protected Person is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower, any Indemnitee is a party theretoof its subsidiaries, (d) any other aspect of this Agreementequity holders or Affiliates; provided, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any IndemniteeProtected Person, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of, wilful misconduct or wilful a material breach of obligations under this Agreement or the other Loan Documents by, such Protected Person or any of its Related Parties or (y) arose from any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of its Affiliates and is brought by such Indemniteea Protected Person against another Protected Person (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against any Agent or Arranger in its capacity as such). None of the Protected Persons (or any of their respective affiliates) shall be responsible or liable to the Borrower or any of its subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages which may be alleged as a result of the Facilities or the Transactions; provided that this sentence shall not limit the Borrower’s indemnification obligations pursuant to this Section 9.05(b). 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 Obligations, the occurrence of the Termination Date, 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, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within fifteen (15) days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) This Section 9.05 shall not apply to any Taxes other than Taxes that represent losses, claims, damages, liabilities and expenses resulting from a non-Tax claim. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Protected Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Protected Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including the internet) in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The agreements in this Section 9.05 shall survive the resignation of any Administrative Agent, the Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations, the occurrence of the Termination Date and the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Infinity agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Agents in connection with the negotiation preparation, negotiation, execution and preparation delivery of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by any Agent, and any Lender or any Issuing Lender in connection with the collection, enforcement or protection of the Lender’s rights of the Agents, the Lenders or the Issuing Lenders under this Agreement or in connection with this Agreementthe Loans made or the Letters of Credit issued hereunder, including all including, without limitation, the reasonable fees, charges and disbursements of Simpxxx Xxxxxxx & Xartxxxx, xxunsel for the Agents, and, in connection with any such out-of-pocket expenses incurred during enforcement or protection, the reasonable fees, charges and disbursements of any workoutother counsel for any Agent, restructuring Lender or negotiations in respect of the Credit Facility and the LoansIssuing Lender. 9.3.2 Each Borrower will (b) Infinity agrees to indemnify the and hold harmless each Agent, each Lender, its each Issuing Lender and each of their respective directors, officers officers, employees, affiliates and employees agents (each such Person including the directorseach, officers and employees herein referred to as an “Indemnitee”"Indemnified Person") against, and hold to reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 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 determined found by a final decision of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnified Person. (c) 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, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of any Agent or Lender. All amounts under this Section 9.5 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Holdings and the Borrower shall upon demand pay or reimburse (i) all reasonable and documented out-of-pocket expenses incurred by the LenderAdministrative Agent, any Arranger, the Syndication Agent, any Co-Documentation Agent and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of external counsel for any of the Lender foregoing (limited to one single firm of local counsel in each relevant jurisdiction), in connection with the negotiation structuring, arrangement and preparation syndication of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated)credit facilities provided for herein, as well as the management preparation, negotiation, execution, delivery and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, the other Loan Documents or any waiver, amendments or modifications of the provisions hereof or thereof, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuer in connection with the collectionIssuance of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger, any Issuer or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel (limited to one single firm of local counsel in each relevant jurisdiction), for any of the foregoing, in connection with the enforcement or protection of the Lender’s its rights in connection with the Loan Documents, including its rights under this AgreementSection 9.05, or in connection with the Loans made or Letters of Credit Issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility such Loans or Letters of Credit. (b) Holdings and the Loans. 9.3.2 Each Borrower will shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, its directorseach Issuer, officers the Syndication Agent, each Co-Documentation Agent and employees each Arranger and each Related Party of any of the foregoing (each such Person including the directorseach, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses losses, liabilities, penalties and liabilities related expenses, including the reasonable and documented fees, charges and disbursements of whatsoever nature one firm of counsel for all such Indemnitees, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnitees, taken as a whole (and, in the case of an actual or kind perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected Indemnitee)) of any such Indemnitee, incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or of, in connection with or as a result of (ai) the execution or structuring, arrangement and syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery by the Lender and administration of this Agreement Agreement, the other Loan Documents or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties to this Agreement or the other Loan Documents of its their respective obligations hereunder and or thereunder or the consummation of the Transactions or any other transactions contemplated hereunderhereby, (bii) any Loan or any actual Letter of Credit or proposed the use of the proceeds therefromtherefrom (including any refusal by any Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (ciii) any actual or alleged presence or Release of Hazardous Materials on, at, to or from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way to Holdings, the Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries); provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnitee, (B) result from a claim brought by Holdings, the Borrower or any Subsidiary against such Indemnitee for material breach of such Indemnitee’s obligations under this Agreement or any other Loan Document if Holdings, the Borrower or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (C) result from a proceeding that does not involve an act or omission by final Holdings, the Borrower or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than a proceeding that is brought against the Administrative Agent, any Issuer or any Arranger in its capacity or in fulfilling its roles as an agent, issuing bank or arranger hereunder or any similar role with respect to the Indebtedness incurred or to be incurred hereunder). This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-appealable judgment Tax claim. (c) To the extent that Holdings and the Borrower fail to have resulted from the gross negligence, wilful misconduct indefeasibly pay any amount required to be paid by them under paragraph (a) or wilful material breach (b) of this Agreement Section 9.05 to the Administrative Agent (or any sub-agent thereof), any Issuer or any Related Party of any of the foregoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuer 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 (it being understood and agreed that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or such Indemnitee.sub-agent) or such Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Issuer in connection with such

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Borrower agrees to pay all ------------------- reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement and the other Security Documents or with any amendments, modifications, waivers, extensions, renewals, renegotiations or "workouts" of the provisions hereof or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby will shall be consummated), ) or incurred by Lender in connection with the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s its rights in connection with this AgreementAgreement or any of the other Security Documents or with the Loan, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect but not limited to the reasonable fees and disbursements of the Credit Facility and the Loanscounsel for Lender. 9.3.2 Each (b) Borrower will indemnify indemnifies the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) Indemnitees against, and agrees to hold each Indemnitee the Indemnitees harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject against the Indemnitees arising out of, in any way connected with, or as a result of or in connection with (ai) the execution use of any of the proceeds of the Loan, (ii) this Agreement, any of the Security Documents or delivery by the Lender of this Agreement other documents contemplated hereby or any agreement or instrument contemplated herebythereby, (iii) the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder (including but not limited to the making of the Loan) and consummation of the transactions Transactions contemplated hereunderhereby, (biv) breach of any representation or warranty, (v) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding proceedings relating to any of the foregoingforegoing or any Property, whether based on contract, tort or not Lender or any other theory and regardless of whether any Indemnitee such Person is a party thereto, thereto or (d) any other aspect of this Agreement, and (evi) the enforcement failure of Borrower or any Indemnitee’s rights hereunder and Property to be in compliance with any related investigationLegal Requirement; provided, defencehowever, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to Lender, -------- ------- apply 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 non-appealable judgment to have resulted the extent that they result from the gross negligencenegligence or willful misconduct of Lender. (c) Borrower indemnifies, wilful and agrees to defend and hold harmless, 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 Borrower) 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 wilful material breach which may be claimed or recorded against any of the Indemnitees by any Person. (d) The provisions of and undertakings and indemnification set forth in this Section 9.4 shall survive for five (5) years after the later to occur of ----------- the satisfaction and payment of the Indebtedness and termination of this Agreement by such IndemniteeAgreement.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Administrative Agent in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby any other Credit Document or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof or thereof, and or incurred by the collectionAdministrative Agent or any Bank in connection with the preparation of, or enforcement or protection of the Lender’s their rights in connection with, this Agreement or any other Credit Document or in connection with this Agreementthe Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workoutthe fees and disbursements of counsel for the Administrative Agent or, restructuring in the case of preparation, enforcement or negotiations in respect of the Credit Facility and the Loansprotection, Banks. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAdministrative Agent, its the Banks, their respective Affiliates, and their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement Agreement, any other Credit Document or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, Loans or Letters of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided PROVIDED that such indemnity will 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 non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. (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, wilful misconduct the consummation of the transactions contemplated hereby, the termination or wilful material breach expiration of the Commitments or any of the Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of the Administrative Agent or any Bank. All amounts due under this Section 11.05 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) pay all reasonable out-of-pocket expenses incurred by (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the LenderAdministrative Agent and Wachovia Bank, including the reasonable fees, charges and disbursements of external counsel for the Lender National Association in connection with (i) the negotiation preparation, execution and preparation delivery of this Agreement (whether or not and each other Loan Document, whenever the transactions contemplated hereby or thereby will same shall be consummated), the management executed and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreementdelivered, including without limitation all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility syndication and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, due diligence expenses and liabilities reasonable fees and disbursements of whatsoever nature counsel for the Administrative Agent and Wachovia Bank, National Association and (ii) the preparation, execution and delivery of any waiver, amendment or kind asserted consent by third partiesthe Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all reasonable out-of-pocket expenses to of the Administrative Agent and each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding, enforcing any Obligations of, or collecting any payments due from, any Borrower or by reason of an Event of Default; consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any Indemnitee may become subject losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto, and whether or not any such claim, investigation, litigation or other proceeding is brought or otherwise instituted by any Borrower or any third party) and the prosecution and defense thereof, arising out of or in connection any way connected with (a) the execution or delivery by the Lender of Loans, this Agreement Agreement, any other Loan Document or any agreement documents, reports or instrument other information provided to the Administrative Agent or any Lender or contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of or referred herein or therein or the transactions contemplated hereunderhereby or thereby, (b) any Loan or any actual or proposed use of the proceeds therefromincluding, (c) any actual or prospective claimwithout limitation, litigationreasonable attorney's and consultant's fees, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court any of competent jurisdiction by final and non-appealable judgment to have resulted the foregoing directly result from the gross negligence, wilful negligence or willful misconduct or wilful material breach of this Agreement by such Indemniteethe party seeking indemnification therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Lender, (including the reasonable fees, charges and disbursements of external one counsel for to the Lender Agent, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as the Agent determines in good faith is necessary in light of such actual or potential conflict of interest) incurred by the Agent in connection with the negotiation preparation, execution and preparation delivery of this Agreement or in connection with any amendment, modification and waiver of the provisions hereof (whether or not the transactions contemplated hereby or thereby will be are consummated), the management . The Borrower further agrees to pay all reasonable and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such documented out-of-pocket expenses (including reasonable fees, charges and disbursements of one counsel to the Credit Parties, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as any Credit Party determines in good faith is necessary in light of such actual or potential conflict of interest) incurred during by any workout, restructuring or negotiations Credit Party in connection with the enforcement of rights under the Credit Documents and upon an Event of Default (including in respect of workouts and restructurings). (b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the Credit Facility 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 Loan hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article IV) after notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion of a Term SOFR Loan or a Daily Simple SOFR Loan, or assignment of a Term SOFR Loan or a Daily Simple SOFR Loan of the Borrower required by any other provision of this Agreement (including, without limitation, Section 2.16) or otherwise made or deemed made, on a date other than the last day of the Interest Period, if any, applicable thereto, (iii) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment (including any notice delivered pursuant to Section 2.09(a) and revoked pursuant to the last sentence of such Section) 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 Loan hereunder or any part thereof as a Term SOFR Loan. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (x) its cost of obtaining the funds for the Loan being paid, prepaid, Converted or not borrowed (assumed to be the Term SOFR Rate for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow or Convert, the Interest Period for such Loan that would have commenced on the date of such failure) over (y) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying 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 Agent, each Lender, each of their Affiliates and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers officers, partners, employees and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, cost recovery actions, damages, liabilities and related expenses, including reasonable fees and expenses and liabilities of whatsoever nature one counsel for all Indemnitees (unless in the good faith opinion of the Agent or kind such counsel, it would be inappropriate under applicable standards of legal professional conduct, due to an actual or potential conflict of interest, to have only one counsel), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderother Credit Documents, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Extensions of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) including any other aspect of this Agreementthe foregoing arising from the negligence, and (e) whether sole or concurrent, on the enforcement part of any Indemnitee’s rights hereunder and any related investigation. Notwithstanding the foregoing, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful material breach (B) result from any litigation not involving an act or omission of the Borrower brought by an Indemnitee against another Indemnitee (unless such litigation relates to claims against the Agent, acting in such capacity); 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, 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 subsection (c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise or consent does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee and contains an unconditional release of each Indemnitee that could seek such indemnification under this subsection (c). It is understood that, with respect to any particular investigation, litigation or other proceeding subject to indemnification hereunder, the Borrower shall not be required to reimburse, or indemnify and hold harmless for, the reasonable and documented legal fees and expenses of more than one outside counsel (in addition to one local counsel and one regulatory counsel in each applicable jurisdiction) for all Indemnitees that are the subject of such investigation, litigation or other proceeding, unless representation of all such Indemnitees in such matter by a single counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Borrower shall be required to reimburse, and indemnify and hold harmless for, the reasonable and documented legal fees and expenses of such additional counsel as any Indemnitee determines in good faith are necessary in light of such actual or potential conflict of interest. (d) Without limiting the obligations of the Borrower under subsection (c) above, neither the Borrower nor any Indemnitee shall have any liability for any punitive, special, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnitee or any of its Related Parties (as determined by a final and non-appealable judgment of a court of competent jurisdiction). (e) 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 the Agent, any Lender. All amounts due under this Section shall be payable on written demand therefor. (f) A certificate of any Lender or the Agent setting forth any amount or amounts that such IndemniteeLender or such Agent is entitled to receive pursuant to subsection (b) above and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. (g) The provisions of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnity. 9.3.1 The Borrowers will Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Parent Borrower agrees to (a) pay all reasonable and documented out-of-pocket expenses incurred by of each Agent and the LenderArrangers 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 the reasonable feesand documented out-of-pocket syndication (including, charges without limitation, all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) and due diligence expenses and reasonable and documented fees and disbursements of external one counsel for representing the Lender in connection with Administrative Agent and (ii) where applicable, the negotiation preparation, execution and preparation delivery of any waiver, amendment or consent by the Agents, the Arrangers, the Issuing Lenders or the Lenders relating to this Agreement (whether or not any other Loan Document, including without limitation reasonable and documented fees and disbursements of counsel representing the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, Agents and the collectionLenders, enforcement or protection of the Lender’s rights in connection with this Agreement, including (b) pay all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility Agents, the Arrangers, each Issuing Lender and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents, the Arrangers, the Issuing Lenders and the Loans. 9.3.2 Each Borrower will indemnify Lenders under the LenderCredit Facilities, its directorsincluding, officers to the extent reasonable under the circumstances, consulting with accountants, attorneys and employees (each such Person including other Persons concerning the directorsnature, officers and employees herein referred to as an “Indemnitee”) againstscope or value of any right or remedy of the Agents, and hold each Indemnitee harmless fromthe Arrangers, any Issuing Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and all losses, claims, cost recovery actions, damages, expenses disbursements of such Persons and liabilities of whatsoever nature (c) pay any civil penalty or kind asserted fine assessed by third partiesOFAC against, and all reasonable and documented costs and out-of-pocket expenses to which (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of any Credit Party that violates a sanction enforced by OFAC. The Parent Borrower hereby indemnifies, exonerates and holds the Agents, the Arrangers, the Issuing Lenders and the Lenders, and each of their respective Affiliates, officers, directors, employees and agents (each an “Indemnitee”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any Indemnitee may become subject in connection with any claim, investigation, litigation or other proceeding (whether or not such Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in connection any way connected with (a) the execution or delivery by Credit Facilities, the Lender Loans, the Letters of Credit, this Agreement or any agreement other Loan Document or instrument contemplated herebyas a result of the breach of any of the Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the performance by Parent Borrower hereby agrees to make the Lender maximum contribution to the payment and satisfaction of its obligations hereunder and the consummation each of the transactions contemplated hereunderIndemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, (b) in the case of any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or other proceeding relating to any of which the foregoingindemnity in this Section 13.2 applies, such indemnity shall be effective whether based on contractor not such investigation, tort litigation or proceeding is brought by a third party, the Parent Borrower or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such IndemniteeCredit Party.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of written notice from Lender for all costs and expenses (including attorneys’ fees and expenses) (i) if Lender is acting upon a request of Borrower or in response to a notice relating to the Property, Borrower, any guarantor or indemnitor or as a result of failure of any party to perform its obligations under the Loan Documents, such fees and expenses shall be limited to reasonable out-of-and customary fees and expenses; (ii) otherwise, such fees and expenses shall be limited to reasonable, out of pocket fees and expenses. Notwithstanding the foregoing, charges of rating agencies, governmental entities or other third parties that are outside of the control of Lender shall not be subject to the reasonableness standard. (b) Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Party shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Indemnified Party in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties. (c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender any Rating Agency in connection with any Rating Agency review of the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated)Loan, the management Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender conditions of this Agreement or any agreement or instrument contemplated hereby, other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement obtaining of any Indemnitee’s rights hereunder and any related investigationsuch consent, defenceapproval, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities waiver or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemniteeconfirmation.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) ViacomCBS agrees to pay all reasonable legal and other out-of-pocket expenses incurred by JPMorgan Chase, in its capacity as a Joint Lead Arranger and in its capacity as a Joint Bookrunner, and by the Lender, including the reasonable fees, charges Administrative Agent and disbursements of external counsel for the Lender their respective affiliates in connection with the negotiation preparation, negotiation, execution and preparation delivery of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by any Agent, and any Lender or any Issuing Lender in connection with the collection, enforcement or protection of the Lender’s rights of the Agents, the Lenders or the Issuing Lenders under this Agreement or in connection with this Agreementthe Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workoutincluding, restructuring or negotiations without limitation, the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for JPMorgan Chase, in respect of the Credit Facility its capacity as a Joint Lead Arranger and in its capacity as a Joint Bookrunner, and the LoansAdministrative Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for any Agent, Lender or Issuing Lender. 9.3.2 Each Borrower will (b) ViacomCBS agrees to indemnify the and hold harmless each Agent, each Lender, its each Issuing Lender and each of their respective directors, officers officers, employees, affiliates and employees agents (each such Person including the directorseach, officers and employees herein referred to as an “IndemniteeIndemnified Person”) against, and hold to reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 commenced by any Borrower or any Indemnified Person and 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 determined found by a final non-appealable decision of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such 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, wilful telecommunications or other information transmission systems (provided, that the foregoing will not apply to any Losses to the extent they are found by a final non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person). (c) 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 wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of any Agent or Lender. All amounts under this Section 9.5 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender any Agent in connection with the negotiation and preparation of entering into this Agreement (whether or not by the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), Paying Agent in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof, and or by any Agent or any Lender in connection with the collection, enforcement or protection of the Lender’s its rights in connection with this AgreementAgreement or the Loans made hereunder, including all such out-of-pocket expenses incurred during any workoutthe reasonable fees and disbursements of a single counsel for the Agents or, restructuring in the case of enforcement or negotiations in respect of protection, counsel for the Credit Facility and the LoansLenders. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAgents, its the Lenders, their respective Affiliates, and their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of any Indemnitee. (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, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of any Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor. (d) All out-of-pocket expenses that any Lender may sustain or incur as a consequence of (a), (b), (c) or (d) of Section

Expenses; Indemnity. 9.3.1 The Borrowers will shall pay (a) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby will shall be consummated), ) and the management and administration of Loans and Loans, this Agreement and the other Financing Documents (whether or not any Borrowings are made hereunder)hereunder),(b) all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender, in connection with any amendments, modifications or waivers of the provisions hereof or of this Agreementany of the other Financing Documents, and (c) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of counsel for the Lender, in connection with the collection, enforcement or protection of the Lender’s its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the such Loans. 9.3.2 Each Borrower will shall indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by of the Lender of this Agreement Financing Documents or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder thereunder, and the consummation of the Transactions or any other transactions contemplated hereunderthereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Liability related to the Borrowers or any of the Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this AgreementAgreement and the other Financing Documents, and or (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesenquiries (the “Claim”); provided that such indemnity will 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 non-non- appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will pay Borrower covenants and agrees to reimburse the Lender upon receipt of written notice from the Lender for all reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) incurred by or on behalf of the Lender in connection with: (i) the negotiation, preparation, execution, delivery and administration of all Loan Documents and taking of collateral, including, but not limited to, any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by the Lender; (ii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting this Agreement, the other Loan Documents or any other security given for the Loan; and (iii) enforcing any obligations of or collecting any payments due from the Borrower under this Agreement or the other Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings. (b) The Borrower shall indemnify and hold harmless the Lender and its Affiliates, officers, partners, directors, employees and agents, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees, charges fees and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (any investigative, administrative or judicial proceeding commenced or threatened, whether or not the transactions contemplated hereby or thereby will Lender shall be consummateddesignated a party thereto), that may be imposed on, incurred by, or asserted against the management and administration of Loans and this Agreement (whether Lender in any manner relating to or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderhereby, (b) including environmental liabilities, as well as, any Loan breach by the Borrower of its obligations under, or any actual material misrepresentation by the Borrower contained in this Agreement or proposed use of the proceeds therefrom, other Loan Documents. (c) For the avoidance of doubt, the Lender will not have any actual liability for any special, punitive, consequential, or prospective claim, litigation, investigation or proceeding relating to any of indirect damages in connection with the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such IndemniteeLoan Documents.

Expenses; Indemnity. 9.3.1 The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether Whether or not the transactions contemplated hereby or thereby will by ------------------- any of the Operative Documents shall be consummated), the management Companies will pay or cause to be paid (or reimbursed, as the case may be) and administration will defend, indemnify and hold you (and each other holder of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions Securities) and each of this Agreementyour (and such other holder's) directors, officers, employees, agents, advisors and Affiliates (each, an "Indemnitee") harmless in respect of all costs, losses, expenses (including, without limitation, the collectionreasonable fees, enforcement costs, expenses and disbursements of counsel) and damages (collectively, "Indemnified Costs") incurred by or protection of the Lender’s rights asserted against any Indemnitee in connection with this Agreementthe negotiation, including all such out-of-pocket expenses incurred during any workoutexecution, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lenderdelivery, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender performance and/or enforcement of this Agreement or any agreement or instrument contemplated herebyof the other Operative Documents (including, the performance by the Lender of its obligations without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereunder, (b) hereby and thereby or which may otherwise be related in any Loan way to this Agreement or any actual other Operative Documents or proposed use such transactions or such Indemnitee's relationship to the Companies or any of their Affiliates or any of their respective properties and assets, including, without limitation, any and all Indemnified Costs related in any way to the requirements of any Environmental Laws (as the same may be amended, modified or supplemented from time to time) or to any environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and sampling, whether or not consented to, or requested or approved by, any Indemnitee, and whether or not such Indemnified Cost is attributable to an event or condition originating from any properties or assets of the proceeds therefrom, (c) any actual Companies or prospective claim, litigation, investigation or proceeding relating to any of their respective Subsidiaries or any other properties previously or hereafter owned, leased, occupied or operated by the Companies or any of their respective Subsidiaries. Notwithstanding the foregoing, whether based on contract, tort or the Companies shall not have any other theory and regardless of whether any obligation to an Indemnitee is a party thereto, (d) any other aspect of under this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as section 21 with respect to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are Indemnified Cost which is finally determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from arisen solely and directly as a result of the gross negligence, wilful willful misconduct or wilful material breach bad faith of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Each Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement and the other Loan Documents or with any amendments, modifications, waivers, extensions, renewals, renegotiations or "workouts" of the provisions hereof or thereof (whether or not the transactions thereby contemplated hereby or thereby will shall be consummated), ) or incurred by Lender in connection with the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s its rights in connection with this AgreementAgreement or any of the other Loan Documents or with the Loans made or the Notes, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including all but not limited to the reasonable fees and disbursements of counsel for Lender and ongoing field examination expenses and charges, and, in connection with such out-of-pocket expenses incurred during enforcement or protection, the reasonable fees and disbursements of counsel for Lender. Each Borrower further indemnifies Lender from and agrees to hold Lender harmless against any workoutdocumentary taxes, restructuring assessments or negotiations in respect charges made by any governmental authority by reason of the Credit Facility execution and delivery of this Agreement or the LoansNotes. 9.3.2 (b) Each Borrower will indemnify the Lender, indemnifies Lender and its directors, officers officers, employees and employees agents (each such Person including collectively, the directors, officers and employees herein referred to as an “Indemnitee”"Indemnitees") against, and agrees to hold each Indemnitee the Indemnitees harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject against the Indemnitees arising out of, in any way connected with, or as a result of or in connection with (ai) the execution use of any of the proceeds of the Loans, (ii) this Agreement, the Guarantees, any of the Security Documents or delivery by the Lender of this Agreement other documents contemplated hereby or any agreement or instrument contemplated herebythereby, (iii) the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder (including but not limited to the making of the Commitment) and consummation of the transactions contemplated hereunderTransactions, (biv) breach of any representation or warranty, or (v) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether based on contract, tort or not Lender or any other theory and regardless of whether any Indemnitee such person is a party thereto; provided, (d) any other aspect of this Agreementhowever, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to Lender, apply 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 non-appealable judgment to have resulted the extent that they result from the gross negligencenegligence or willful misconduct of Lender. (c) Each Borrower indemnifies, wilful and agrees to defend and hold harmless 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 Borrowers or any Subsidiary) 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 wilful material breach which may be claimed or recorded against any of the Indemnitees by any person. (d) The provisions of this Section 9.04 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions, 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 such Indemniteeor on behalf of Lender. The indemnities contained herein shall survive the repayment of the Loans and the expiration or termination of this Agreement; provided that any claims based thereon shall be made on or prior to the second anniversary of the repayment in full of the Loans. All amounts due under this Section 9.04 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Agents in connection with the negotiation and preparation of entering into this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions hereof (whether or not the transactions hereby contemplated are consummated), or incurred by the Agents or any Lender in connection with the enforcement of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement or in connection with the Loans made hereunder, including all the reasonable fees and disbursements of counsel for the Agents or, in the case of enforcement following an Event of Default, the Lenders. (b) period from the date of such out-of-pocket expenses incurred during any workoutpayment, restructuring prepayment, refinancing or negotiations in respect failure to borrow or refinance to the last day of the Credit Facility Interest Period for such Loan (or, in the case of a failure to borrow or refinance the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid or not borrowed or refinanced for such period or Interest Period, as the case may be. (c) The Borrower agrees to indemnify the Agents, each Lender, each of their Affiliates and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers officers, employees and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderby this Agreement, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a final judgment of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, negligence or wilful misconduct of such Indemnitee or wilful material breach (ii) result from any litigation brought by such Indemnitee against the Borrower or by the Borrower against such Indemnitee, in which a final, nonappealable judgment has been rendered against such Indemnitee. (d) 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 Agent or any Lender. All amounts due under this Section shall be payable on written demand therefor. (e) A certificate of any Lender or Agent setting forth any amount or amounts which such IndemniteeLender or Agent is entitled to receive pursuant to paragraph (b) of this Section and containing an explanation in reasonable detail 70 66 of the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees (i) promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent and Apollo for all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the preparation, negotiation and preparation execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby will be are consummated), and the management consummation and administration of Loans the transactions contemplated hereby and this Agreement thereby (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers including Attorney Costs which shall be limited to Attorney Costs of one counsel to the provisions of this AgreementAgents, and one counsel to the collectionLenders (and one local counsel in each applicable jurisdiction for each group and, enforcement in the event of any actual or protection reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Lender’s rights Restatement Effective Date, promptly following (and in any event within thirty (30) days of) written demand (including documentation reasonably supporting such request) therefor, to pay or reimburse the Administrative Agent, the Collateral Agent, Apollo and each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workoutlegal proceeding, restructuring including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Agents and one counsel to the Lenders (and one local counsel in each applicable jurisdiction for each group and, in the event of any actual or negotiations in respect reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the Credit Facility extent otherwise reimbursable by the foregoing sentence of this section, the foregoing costs and the Loansexpenses shall include all reasonable search, filing, recording, title insurance, survey, environmental, property condition report and zoning report charges and fees related thereto, and other reasonable and documented out of pocket expenses incurred by any Agent. The foregoing costs and expenses shall also include all mortgage recording, recording and filing fees charged by governmental authorities to record and/or file Collateral Documents. 9.3.2 Each Borrower will (b) Whether or not the transactions contemplated hereby are consummated, the Loan Parties shall, jointly and severally, indemnify and hold harmless the LenderAdministrative Agent, its directorsthe Collateral Agent and their respective Affiliates, officers successors and employees permitted assigns (each such Person including or the directors, officers officers, employees, agents, advisors and employees herein referred to as members of each of the foregoing) (each an “Agent Indemnitee” and collectively, the “Agent Indemnitees”) againstand each Lender and their respective Affiliates, successors and hold permitted assigns (or the directors, officers, employees, agents, advisors and members of each Indemnitee harmless fromof the foregoing) (each a “Lender Indemnitee” and collectively, the “Lender Indemnitees”; together with, the Agent Indemnitees, collectively the “Indemnitees”) from and against any and all actual losses, damages, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable documented out-of-pocket costs and expenses (including Attorney Costs which shall be limited to Attorney Costs of one outside counsel for the Agent Indemnitees and Attorney Costs of one outside counsel for the Lender Indemnitees (and, if necessary, one local counsel in each applicable jurisdiction and, in the event of any actual or reasonably perceived conflict of interest, one additional counsel for each type of similarly situated affected Indemnitees)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Agent Indemnitee may become subject or Lender Indemnitee in any way relating to or arising out of or in connection with (ai) the execution execution, delivery, enforcement, performance or delivery by the Lender administration of this Agreement any Loan Document or any agreement other agreement, letter or instrument delivered in connection with the transactions contemplated hereby, the performance by the Lender of its obligations hereunder and thereby or the consummation of the Transactions or the other transactions contemplated hereunderthereby, (bii) any Commitment or Loan or any actual the use or proposed use of the proceeds therefrom, (ciii) any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property, vehicle or facility currently or formerly owned, leased or operated by the Loan Parties or any Subsidiary, or any other Environmental Liability related in any way to any Loan Parties or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Agent Indemnitee or Lender Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its Affiliates or equityholders in all cases, (d) any other aspect whether or not caused by or arising, in whole or in part, out of this Agreement, and (e) the enforcement negligence of any such Agent Indemnitee or Lender Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that that, notwithstanding the foregoing, such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, damages, claims, damagesliabilities and expenses resulted from (x) the gross negligence, liabilities bad faith or related expenses are willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among the Indemnitees other than (1) any claim against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent, Collateral Agent or similar role and (2) any claim arising out of any act or omission of the Borrower or any of its Affiliates or (z) the material breach by such Indemnitee of its obligations under the Loan Documents (or any related party), as determined by the final non-appealable judgment of a court of competent jurisdiction. No Indemnitee or any other party hereto shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement except to the extent that such damages resulted from the (A) gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final non-appealable judgment of a court of competent jurisdiction or (B) the material breach by such Indemnitee of its or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee’s obligations under the Loan Documents, as determined by the final and non-appealable judgment of a court of competent jurisdiction. In the case of a claim, investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such claim, investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or other Affiliates or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. For the avoidance of doubt, this paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. To the extent that any Loan Party fails to pay any amount required to be paid by them to the Administrative Agent or the Collateral Agent under paragraph (a) or (b) of this Section within the timeframe specified therein, each Lender severally agrees to indemnify and reimburse, and pay to the Administrative Agent or the Collateral Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent in its capacity as such. For purposes hereof, if the Term Loans have resulted from been paid in full prior to such determination pursuant to the gross negligenceimmediately preceding sentence, wilful misconduct then each such Lender’s “pro rata share” shall be determined as of the last date the Term Loans were in effect immediately prior to such payment in full. (c) To the extent permitted by applicable Law, (i) no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee and (ii) no Indemnitee shall assert, and each hereby waives, any claim against any Loan Party, on any theory of liability, for special, indirect, consequential or wilful material breach 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 (whether before or after the Restatement Effective Date); provided that the foregoing shall in no event limit the Borrower’s indemnification obligations under clause (b) above. (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 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 the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 10.05 shall be payable within 30 days after written demand therefor (including documentation reasonably supporting such Indemniteerequest).

Expenses; Indemnity. 9.3.1 The Borrowers will Borrower shall pay (i) all reasonable out-of-pocket expenses of Lender in connection with the enforcement of this Agreement, any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Lender, including (without duplication) the reasonable fees, charges fees and disbursements of external outside counsel for the Lender in connection with the negotiation such Event of Default and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated)collection, the management bankruptcy, insolvency and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers other enforcement proceedings resulting therefrom. Without limitation of the provisions of this Agreementforegoing, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will agrees to indemnify the Lender, its affiliates and the respective directors, officers officers, agents and employees of the foregoing (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, from and against any and all liabilities, losses, claims, cost recovery actions, damages, costs and reasonable expenses of any kind, including, without limitation, the reasonable fees and liabilities disbursements of whatsoever nature counsel and settlement costs, which may be incurred by such Indemnitee in connection with any investigative, administrative or kind asserted by third parties, and all reasonable out-of-pocket expenses judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to which any Indemnitee may become subject or arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of proceeds of the proceeds therefromLoan made hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct. Borrower shall also pay all reasonable attorneys’ fees and costs and court costs incurred by Lender in enforcing the indemnification provided for in this Section. Notwithstanding the foregoing, (c) any actual or prospective claim, litigation, investigation or proceeding relating Borrower expressly agrees and acknowledges that the right of indemnification granted herein to Lender shall not be deemed to be the exclusive remedy available to Lender for any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of matters described in this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such IndemniteeSection.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Borrower agrees to pay all reasonable out-of-pocket expenses (including reasonable legal fees and expenses of counsel, expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by Lender in connection with the preparation, execution and delivery, administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications, enforcement costs or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), or incurred by Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, including the reasonable fees, charges and disbursements of external Chadbourne & Parke LLP, special counsel for Lender (and one local xounxxx xn each foreign jurisdiction where Lender deems such local counsel advisable and any additional counsel to Lender required in the Lender event of a conflict of interest), and, in connection with the negotiation and preparation of this Agreement (whether any such enforcement or not the transactions contemplated hereby or thereby will be consummated)protection, the management fees, charges and administration disbursements of Loans any consultants and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights advisors in connection with this Agreement, including all such any out-of-pocket expenses incurred during court workout or in any workout, restructuring or negotiations in respect of the Credit Facility and the Loansbankruptcy case. 9.3.2 Each Borrower will (b) Except to the extent otherwise limited in accordance with applicable Requirements of Law as described in Annex I attached hereto, the Loan Parties agree, jointly and severally, to indemnify the Lender, its each Affiliate of Lender, and each of their respective directors, officers officers, trustees, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”"INDEMNITEE") against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees, charges and disbursements, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, of the Loans; or (cii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, ; or (diii) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesTransaction Document; provided that that, such indemnity will 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 non-appealable nonappealable judgment to have resulted from the bad faith, gross negligencenegligence or willful misconduct of such Indemnitee. (c) The provisions of this Section 9.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, wilful misconduct the consummation of the Transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitment, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by such Indemniteeor on behalf of Lender. All amounts due under this Section 9.03 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will agree to pay all reasonable out-of-of- ------------------- pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions hereof or of this Agreement, and the collection, other Loan Documents or incurred by the Lender in connection with the enforcement or protection of the Lender’s its rights in connection with this AgreementAgreement or the other Loan Documents or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, in each case including all such out-of-pocket expenses incurred during but not limited to the reasonable fees and disbursements of counsel for the Lender. The Borrowers further agree that they shall indemnify the Lender from and hold it harmless against any workoutdocumentary taxes, restructuring assessments or negotiations in respect related charges made by any governmental authority by reason of the Credit Facility execution and the Loansdelivery of this Agreement. 9.3.2 Each Borrower will (b) The Borrowers agree to indemnify the Lender, Lender and its respective directors, officers officers, employees and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) agents against, and to hold the Lender and each Indemnitee such person harmless from, any and all losses, claims,litigation, cost recovery actionsinvestigations, proceedings, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against the Lender or any Indemnitee may become subject such person arising out of of, in any way connected with, or in connection with (a) the execution or delivery by the Lender as a result of this Agreement or any agreement or instrument contemplated herebythe other Loan Documents, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder (including but not limited to the making of the Loan hereunder) and consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory hereby and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesthereby ; provided that -------- such indemnity will shall not, as to the Lender and its respective directors, officers, employees and agents, apply to any Indemnitee, be available to the extent that such losses, claims, litigation, investigations, proceedings, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted the extent that they result from the gross negligence, wilful negligence or willful misconduct or wilful material breach unlawful conduct of the Lender. The Borrowers and the Lender agree that any rights and obligations in this Agreement are independent of any rights and obligations contained in the Agreement and Plan of Merger. (c) The provision of this Agreement Section 9.4 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, the repayment of the loan evidenced by such Indemniteethe Note, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of the Lender. All amounts due under this Section 9.4 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will pay Pledgors agree, jointly and severally, to pay, promptly within five Business Days after being invoiced: (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, Collateral Agent (including the reasonable attorneys’ fees, charges and disbursements of external counsel for the Lender ) in connection with the negotiation execution and preparation delivery of this Agreement the Indenture Documents, the perfection and maintenance of the Liens securing the Collateral and any actual or proposed amendment, supplement or waiver of any of the Indenture Documents (whether or not the transactions contemplated hereby or thereby will shall be consummated), the management ; (ii) all reasonable and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such documented out-of-pocket costs and expenses incurred by the Collateral Agent (including reasonable attorneys’ fees) in connection with any action, claim, suit, litigation, investigation, inquiry or proceeding affecting the Collateral or any part thereof, in which action, claim, suit, litigation, investigation, inquiry or proceeding the 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 the Collateral Agent to defend or uphold the Liens granted by the Collateral Documents (including any action, claim, suit, litigation, investigation, inquiry or proceeding to establish or uphold the compliance of the Collateral with any Legal Requirements); (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent (including reasonable attorneys’ fees) in connection with the enforcement or protection of its rights under the Indenture Documents, including its rights under this Section 9.3(a), or in connection with the collection of the Secured Obligations, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the LoansSecured Obligations. 9.3.2 Each Borrower will (b) The Pledgors agree, jointly and severally, to indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) Collateral Agent against, and to hold each Indemnitee it harmless from, all reasonable and documented out-of-pocket costs and any and all losses, claims, cost recovery damages, liabilities, fees, fines, penalties, actions, damagesjudgments, expenses suits and liabilities of whatsoever nature related expenses, including reasonable and documented attorneys’ fees, (collectively, “Claims”), incurred by, imposed on or kind asserted by third partiesagainst it, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject directly or indirectly, arising out of, in any way connected with, or as a result of or in connection with (ai) the execution execution, delivery, performance, administration or delivery by enforcement of the Lender of this Agreement Indenture Documents or any agreement or instrument contemplated hereby, thereby or the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder, (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not it is a party thereto, (iii) any actual or alleged presence or release or threatened release of hazardous materials, on, at, under or from any property owned, leased or operated by the Issuer or any Subsidiary at any time, or any environmental claim or threatened environmental claim related to the Issuer or any Subsidiary, (iv) any past, present or future non-compliance with, or violation of, environmental laws or environmental permits applicable to the Issuer or any Subsidiary, or the Issuer’s or any Subsidiary’s business, or any property presently or formerly owned, leased, or operated by the Issuer or any Subsidiary or their predecessors in interest, (v) the environmental condition of any property owned, leased, or operated by the Issuer or any Subsidiary at any time, or the applicability of any Legal Requirements relating to such property, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of the Issuer or any Subsidiary, (vi) the imposition of any environmental Lien encumbering any Real Property owned, leased or operated by the Issuer or any Subsidiary, (vii) the consummation of the Transactions and the other transactions contemplated hereunder, by the Indenture Documents or (b) any Loan or any actual or proposed use of the proceeds therefrom, (cviii) any actual or prospective action, claim, suit, litigation, investigation investigation, inquiry or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by any Pledgor or otherwise, and regardless of whether any Indemnitee the Collateral Agent is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, shall not 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 non-appealable nonappealable judgment to have directly resulted solely from the gross negligence, wilful or willful misconduct of the Collateral Agent. In no event shall the Collateral Agent be responsible or wilful material breach liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (c) The Pledgors agree, jointly and severally, that, without the prior written consent of the Collateral Agent, which consent(s) will not be unreasonably withheld, the Pledgors will not enter into any settlement of a Claim in respect of the subject matter of clauses (i) through (viii) of Section 9.3(b) unless such settlement includes an explicit and unconditional release from the party bringing such Claim of the Collateral Agent. (d) The provisions of this Section 9.3 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Secured Obligations, the release of any Guarantor or of all or any portion of the Collateral, the invalidity or unenforceability of any term or provision of this Agreement or any other Indenture Document or the resignation or removal of the Collateral Agent. All amounts due under this Section 9.3 shall be accompanied by such Indemniteereasonable documentation with respect to any reimbursement, indemnification or other amount requested. (e) All amounts due under this Section 9.3 shall be payable not later than 10 Business Days after demand therefor. (f) To the extent not set forth herein, the Trustee and the Collateral Agent shall have all the rights and protections of the Trustee set forth in the Indenture.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Applicant agrees to pay all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the LenderArranger or the Issuing Bank in connection with the preparation of this Agreement and the other Facility Documents, or by the Issuing Bank in connection with the administration of this Agreement (including the reasonable and documented fees, disbursements and the charges for no more than one outside counsel for the Issuing Bank) 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) or incurred by the Issuing Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Facility Documents, in connection with the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of external Xxxxxx & Xxxxxxx LLP as counsel for to the Lender Issuing Bank. (b) The Applicant agrees (without duplication of any indemnity provided in connection with any other Facility Document) to indemnify the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated)Arranger, the management Issuing Bank and administration each of Loans and this Agreement (whether or not any Borrowings are made hereunder)its Affiliates, any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers trustees, officers, employees, investment advisors and employees Issuing Banks (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities, litigation, investigations or proceedings and liabilities of whatsoever nature related expenses, including reasonable and documented counsel fees, charges and disbursements, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which or brought against any Indemnitee may become subject arising out of, in any way connected with, or as a result of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any other Facility Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto and thereto of its their respective obligations hereunder and thereunder or the consummation of the Transactions and the other transactions contemplated hereunderhereby, (bii) any Loan or any actual the use or proposed use of the proceeds therefrom, any Letter of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) thereto and whether or not brought by the Applicant or any of its Subsidiaries or any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesPerson; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, litigation, investigations or proceedings or related expenses are result primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by in a final and non-appealable judgment (any such Indemnitee and its Related Parties treated, for this purpose only, as a single Indemnitee). Subject to have resulted and without limiting the generality of the foregoing sentence, the Applicant agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, litigation, investigations or proceedings and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to the Applicant or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any property or facility currently or formerly owned, leased or operated by the Applicant or any of its Subsidiaries, or to the extent any claim survives the Bankruptcy Cases, by any predecessor of the Applicant or any of its Subsidiaries that was a debtor in possession; provided that any such indemnity set forth in this Section 8.06(b), shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, litigation, investigations or proceedings or related expenses result from (x) the bad faith, gross negligencenegligence or willful misconduct of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction in a final and non-appealable judgment, wilful misconduct (y) a breach by such Indemnitee of its obligations under the Facility Documents or wilful material breach (z) disputes arising solely among Indemnitees and that do not involve any act or omission by the Applicant or its Subsidiaries. The provisions of this Section 8.06 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Facility Document, or any investigation made by such Indemniteeor on behalf of the Issuing Bank. All amounts due under this Section 8.06 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 8.06(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.05, this Section 8.06 shall not apply to Taxes, except any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax claim. (d) To the extent permitted by applicable law, the Applicant shall not assert, and hereby waive, any claim against any Indemnitee by the Applicant or its Affiliates, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, or any Letter of Credit. (e) No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Facility Documents or the transactions contemplated hereby or thereby.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Agent in connection with the negotiation and preparation of entering into this 44 49 Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof, and or incurred by the collection, Agent or any Lender in connection with the enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workoutthe fees and disbursements of counsel for the Agent or, restructuring in the case of enforcement or negotiations in respect of the Credit Facility and the Loansprotection, Lenders. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAgent, its the Lenders, Affiliates, and their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. Notwithstanding anything to the contrary stated in this subsection (b), wilful misconduct upon Distribution, the Subsequent Borrower hereby, assumes all obligations of the Initial Borrower to indemnify the Indemnitees under this Agreement and the Initial Borrower shall be released from all such obligations. (c) 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 invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of the Agent or any Lender. All amounts due under this Section 8.05 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Lender, (including the reasonable fees, charges and disbursements of external one (1) counsel for to the Lender, one (1) local counsel and one (1) regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as the Lender determines in good faith is necessary in light of such actual or potential conflict of interest) incurred by the Lender in connection with the negotiation preparation, execution and preparation delivery of this Agreement or in connection with any amendment, modification and waiver of the provisions hereof (whether or not the transactions contemplated hereby or thereby will be are consummated). (b) The Borrower agrees to indemnify the Lender against any loss, calculated in accordance with the management and administration next sentence, or reasonable expense that the Lender may sustain or incur as a consequence of Loans and (i) any failure by the Borrower to borrow or to Convert any Term Loan hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article IV) after notice of such Borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion of a Term SOFR Loan, or assignment of a Term SOFR Loan of the Borrower required by any other provision of this Agreement (including, without limitation, Section 2.15) or otherwise made or deemed made, on a date other than the last day of the Interest Period, if any, applicable thereto, (iii) any default in payment or prepayment of the principal amount of any Term Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment (including any notice delivered pursuant to Section 2.08(a) and revoked pursuant to the last sentence of such Section 2.08(a)) 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 the 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 Term Loan hereunder or any part thereof as a Term SOFR Loan. Such loss shall include an amount equal to the excess, if any, as reasonably determined by the Lender, of (x) its cost of obtaining the funds for the Term Loan being paid, prepaid, Converted or not any Borrowings are made hereunder)borrowed (assumed to be the Term SOFR Rate for the period from the date of such payment, any amendmentsprepayment, modifications refinancing or waivers failure to borrow or refinance to the last day of the provisions Interest Period for such Term Loan (or, in the case of this Agreementa failure to borrow or Convert, and the collection, enforcement or protection Interest Period for such Term Loan that would have commenced on the date of such failure)) over (y) the amount of interest (as reasonably determined by the Lender’s rights ) that would be realized by the Lender in connection with this Agreementreemploying the funds so paid, including all prepaid or not borrowed or Converted for such out-of-pocket expenses incurred during any workoutperiod or Interest Period, restructuring or negotiations in respect of as the Credit Facility and the Loanscase may be. 9.3.2 Each (c) The Borrower will agrees to indemnify the Lender, each of its Affiliates, and the directors, officers officers, partners, employees and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, cost recovery actions, damages, liabilities and related expenses, including reasonable fees and expenses and liabilities of whatsoever nature one (1) counsel for all Indemnitees (unless in the good faith opinion of the Lender or kind such counsel, it would be inappropriate under applicable standards of legal professional conduct, due to an actual or potential conflict of interest, to have only one (1) counsel), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderother Credit Documents, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Extension of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) including any other aspect of this Agreementthe foregoing arising from the negligence, and (e) whether sole or concurrent, on the enforcement part of any Indemnitee’s rights hereunder and any related investigation. Notwithstanding the foregoing, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful material breach (B) result from any litigation not involving an act or omission of the Borrower brought by an Indemnitee against another Indemnitee (unless such litigation relates to claims against the Lender, acting in such capacity); 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, 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 subsection (c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise or consent does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee and contains an unconditional release of each Indemnitee that could seek such indemnification under this subsection (c). It is understood that, with respect to any particular investigation, litigation or other proceeding subject to indemnification hereunder, the Borrower shall not be required to reimburse, or indemnify and hold harmless for, the reasonable and documented legal fees and expenses of more than one (1) outside counsel (in addition to one (1) local counsel and one (1) regulatory counsel in each applicable jurisdiction) for all Indemnitees that are the subject of such investigation, litigation or other proceeding, unless representation of all such Indemnitees in such matter by a single counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Borrower shall be required to reimburse, and indemnify and hold harmless for, the reasonable and documented legal fees and expenses of such additional counsel as any Indemnitee determines in good faith are necessary in light of such actual or potential conflict of interest. (d) Without limiting the obligations of the Borrower under subsection (c) above, neither the Borrower nor any Indemnitee shall have any liability for any punitive, special, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnitee or any of its Related Parties (as determined by a final and non-appealable judgment of a court of competent jurisdiction). (e) 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 Term Loans, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Lender. All amounts due under this Section 8.05 shall be payable on written demand therefor. (f) A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to subsection (b) above and containing an explanation in reasonable detail of the manner in which such Indemniteeamount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. (g) The provisions of this Section 8.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnity. 9.3.1 The Borrowers Borrower will (a) pay all reasonable and documented out-of-pocket expenses (including, without limitation, all costs of electronic or internet distribution of any information hereunder) of the Administrative Agent 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 reasonable out-of-pocket syndication and due diligence expenses incurred by the Lender, including the and reasonable fees, charges fees and disbursements of external counsel for the Lender in connection with Administrative Agent and (ii) the negotiation preparation, execution and preparation delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreementother Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, (b) pay all such reasonable and documented out-of-pocket expenses of the Administrative Agent and each Lender actually incurred during in connection with the administration and enforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including, without limitation, in connection with any workout, restructuring restructuring, bankruptcy or negotiations other similar proceeding, enforcing any Obligations of, or collecting any payments due from, the Borrower or any guarantor by reason of an Event of Default (including in respect connection the enforcement of any guaranty agreement) and (c) defend, indemnify and hold harmless the Credit Facility Administrative Agent and the Loans. 9.3.2 Each Borrower will indemnify the LenderLenders, its directorsand their respective parents, Subsidiaries, Affiliates, employees, agents, officers and employees (each such Person including the directors, officers from and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, against any and all losses, claimspenalties, cost recovery actionsfines, liabilities, settlements, damages, expenses costs and liabilities of whatsoever nature expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or kind asserted by third partiesother proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection any way connected with (a) the execution or delivery by the Lender of Loans, this Agreement Agreement, any other Loan Document or any agreement documents, reports or instrument other information provided to the Administrative Agent or any Lender or contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of or referred to herein or therein or the transactions contemplated hereunderhereby or thereby, (b) any Loan or any actual or proposed use of the proceeds therefromincluding, (c) any actual or prospective claimwithout limitation, litigationreasonable attorney’s and consultant’s fees, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available except to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court any of competent jurisdiction by final and non-appealable judgment to have resulted the foregoing directly results from the gross negligencenegligence or willful misconduct of the party seeking indemnification therefor. Notwithstanding the foregoing, wilful misconduct nothing in this Section shall require the Borrower to reimburse the Administrative Agent or wilful material breach any Lender in duplication of this Agreement by such Indemniteeany liability of the Borrower under Section 3.8, 3.9, 3.10 and 3.11.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Administrative Agent in connection with the negotiation and preparation of entering into this Agreement (whether or not and the transactions contemplated hereby or thereby will be consummated), the management other Credit Documents and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions thereof (whether or not the transactions hereby contemplated are consummated), or incurred by the Administrative Agent or any Lender in connection with the enforcement of this Agreement, and the collection, enforcement or protection of the Lender’s their rights in connection with this Agreementthe Credit Documents or in connection with the Extensions of Credit made hereunder, including all the reasonable fees and disbursements of counsel for the Administrative Agent and, in the case of enforcement following an Event of Default, counsel for the Lenders. (b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the next sentence, or reasonable expense that such out-of-pocket expenses incurred during Lender may sustain or incur as a consequence of (i) any workout, restructuring failure by the Borrower to borrow or negotiations in respect 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, LMIR 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 Facility 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, LMIR 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 (i) 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 Extension of Credit (or, in the case of a failure to borrow or Convert the Interest Period for such Extension of Credit that would have commenced on the date of such failure) over (ii) 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, each Lender, each of their Affiliates (including, in the case of Wachovia, Wachovia Capital Markets LLC) and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers officers, employees, advisors, attorneys-in-fact and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature or kind asserted related costs and expenses, including reasonable counsel fees and expenses, incurred by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderby this Agreement, (bii) any Loan or any actual or proposed the use of the proceeds therefromof the Extensions of Credit, (ciii) any actual documentary taxes, assessments or prospective 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 (B) 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 based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) including any other aspect of this Agreementthe foregoing arising from the negligence, and (e) whether sole or concurrent, on the enforcement part of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee; provided, wilful misconduct further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee (such consent not to be unreasonably withheld), settle, compromise or wilful material breach 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 claim, action, suit or proceeding), if such settlement, compromise or consent includes any statement as to an admission of fault, culpability or failure 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. (d) 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 Outstanding Credits, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Administrative 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 Indemniteeamount 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. 9.3.1 (a) The Borrowers will Borrower agrees to pay (i) all reasonable legal fees and disbursements incurred by the Administrative Agent in connection with the preparation of this Agreement (including reasonable fees and disbursements of counsel subject to limits agreed to by the Administrative Agent and the Borrower) and (ii) all out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges Administrative Agent and disbursements of external counsel for the any Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and hereof or thereof or incurred by the collection, Administrative Agent or any Lender in connection with the enforcement or protection of the Lender’s their rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAdministrative Agent, its each Lender and each of their respective directors, officers officers, employees, Affiliates and employees agents (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderof, (bi) any Loan or any actual the use or proposed use of the proceeds therefrom, therefrom or (cii) any actual or prospective claim, litigation, investigation investigation, or proceeding relating to this Agreement, any Loan or the use or proposed use of the foregoingproceeds therefrom or the transactions contemplated hereby, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. Each Lender shall notify the Borrower promptly after it determines that it will make a claim for indemnification under this Section 9.05(b). The Borrower shall be entitled to participate in the defense of the litigation, wilful misconduct investigation, or wilful material breach proceeding giving rise to such claim with counsel satisfactory to the applicable Indemnitee in the exercise of its reasonable judgment; Table of Contents provided, however, that any such participation in such defense shall be conducted by the Borrower and at the Borrower’s expense and in a manner considered by such Indemnitee to be satisfactory and effective to protect against such claim without causing damage to the conduct of, or affecting such Indemnitee’s control of, such Indemnitee’s defense. The Borrower shall inform such Indemnitee of its intention to participate in the defense of such claim within 15 days after receipt of notice thereof from such Indemnitee. In the case of an investigation, litigation or proceeding to which the indemnity in this section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, the Borrower’s equity holders or creditors or an Indemnitee, whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower further agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its Subsidiaries or Affiliates or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. (c) The provisions of this Agreement 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 investigation made by such Indemniteeor on behalf of the Administrative Agent or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Lender, (including the reasonable fees, charges and disbursements of external one counsel for to the Agent, the Co-Sustainability Agents, the Swingline Lender and the Fronting Banks, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as the Agent, either Co-Sustainability Agent, the Swingline Lender or any Fronting Bank determines in good faith is necessary in light of such actual or potential conflict of interest) incurred by the Agent, the Swingline Lender, the Co-Sustainability Agents and the Fronting Banks in connection with the negotiation preparation, execution and preparation delivery of this Agreement or in connection with any amendment, modification and waiver of the provisions hereof (whether or not the transactions contemplated hereby or thereby will be are consummated), the management . The Borrower further agrees to pay all reasonable and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such documented out-of-pocket expenses (including reasonable fees, charges and disbursements of one counsel to the Credit Parties, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as any Credit Party determines in good faith is necessary in light of such actual or potential conflict of interest) incurred during by any workout, restructuring or negotiations Credit Party in connection with the enforcement of rights under the Credit Documents and upon an Event of Default (including in respect of workouts and restructurings). In addition to the foregoing, the Borrower shall pay or reimburse the Fronting Bank that issued such Letter of Credit Facility for such reasonable, normal and customary costs and expenses as are incurred or charged by such Fronting Bank in issuing, negotiating, effecting payment under, amending or otherwise administering such Letter of Credit. (b) In the event of (i) any failure by the Borrower to borrow or to Convert any Loan hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article IV) after notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) of a Eurodollar Loan, or assignment of a Eurodollar Loan of the Borrower required by any other provision of this Agreement (including, without limitation, Section 2.16) or otherwise made or deemed made, on a date other than the last day of the Interest Period, if any, applicable thereto, or (iii) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(a) and is revoked in accordance therewith) then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (x) its cost of obtaining the funds for the Loan being paid, prepaid, Converted or not borrowed (assumed to be the Adjusted LIBO Rate for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow or Convert, the Interest Period for such Loan that would have commenced on the date of such failure) over (y) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the London interbank eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower (with a copy to the Agent) and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. (c) The Borrower agrees to indemnify the Agent, the Fronting Banks, the Swingline Lender, each Co-Sustainability Agent, each Lender, each of their Affiliates and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers officers, partners, employees and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, cost recovery actions, damages, liabilities and related expenses, including reasonable fees and expenses and liabilities of whatsoever nature one counsel for all Indemnitees (unless in the good faith opinion of the Agent, either Co-Sustainability Agent or kind such counsel, it would be inappropriate under applicable standards of legal professional conduct, due to an actual or potential conflict of interest, to have only one counsel), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderother Credit Documents, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Extensions of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, foregoing (whether based on contract, tort or not brought by the Borrower or any other theory and regardless of third party), whether or not any Indemnitee is a party thereto, (d) including any other aspect of this Agreementthe foregoing arising from the negligence, and (e) whether sole or concurrent, on the enforcement part of any Indemnitee’s rights hereunder and any related investigation. Notwithstanding the foregoing, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, (B) result from any litigation not involving an act or omission of the Borrower brought by an Indemnitee against another Indemnitee (unless such litigation relates to claims against the Agent or a Co-Sustainability Agent, acting in such capacity), or (C) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit 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 jurisdiction; 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, 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 subsection (c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise or consent does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee and contains an unconditional release of each Indemnitee that could seek such indemnification under this subsection (c). It is understood that, with respect to any particular investigation, litigation or other proceeding subject to indemnification hereunder, the Borrower shall not be required to reimburse, or indemnify and hold harmless for, the reasonable and documented legal fees and expenses of more than one outside counsel (in addition to one local counsel and one regulatory counsel in each applicable jurisdiction) for all Indemnitees that are the subject of such investigation, litigation or other proceeding, unless representation of all such Indemnitees in such matter by a single counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Borrower shall be required to reimburse, and indemnify and hold harmless for, the reasonable and documented legal fees and expenses of such additional counsel as any Indemnitee determines in good faith are necessary in light of such actual or potential conflict of interest. (d) Without limiting the obligations of the Borrower under subsection (c) above, neither the Borrower nor any Indemnitee shall have any liability for any punitive, special, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnitee or any of its Related Parties (as determined by a final and non-appealable judgment to have resulted from of a court of competent jurisdiction). (e) The provisions of this Section shall remain operative and in full force and effect regardless of the gross negligenceexpiration of the term of this Agreement, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Outstanding Credits, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Agent, either Co-Sustainability Agent, any Lender or any Fronting Bank. All amounts due under this Section shall be payable on written demand therefor. (f) A certificate of any Lender, the Swingline Lender, any Fronting Bank, the Agent or either Co-Sustainability Agent setting forth any amount or amounts that such IndemniteeLender, the Swingline Lender, such Fronting Bank, the Agent or such Co-Sustainability Agent is entitled to receive pursuant to subsection (b) above and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. (g) The provisions of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Expenses; Indemnity. 9.3.1 The Borrowers will pay Obligors agree to: (a) Pay upon demand (i) all reasonable out-of-pocket expenses incurred by of Lender after the Lenderdate of this Agreement in the administration (including advice of counsel as to the rights and duties of Lender with respect thereto) of, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation negotiation, investigation, preparation, execution, delivery, recording and preparation filing, refinancing, renegotiation, and restructuring of this Agreement the Loan Documents and any amendment, waiver, or consent relating thereto (whether or not the transactions contemplated hereby or thereby will be consummated)including, without limitation, the management reasonable fees and administration disbursements of Loans and this Agreement counsel for Lender); (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including ii) pay upon demand all such out-of-pocket expenses of Lender incurred during any workout, restructuring or negotiations in respect connection with the collection of the Credit Facility Obligations or the enforcement of the rights of Lender under the Loan Documents, which amounts will include all court costs, attorneys' fees (including, without limitation, for arbitration, trial, appeal, or other proceedings), fees of auditors and accountants, and investigation expenses incurred by Lender in connection with any such matters; and (iii) reimburse upon demand Lender for all amounts expended, advanced, or incurred by Lender to satisfy any obligation of the Loans.Obligors under the Loan Documents; and 9.3.2 Each Borrower will indemnify the Lender, (b) Indemnify Lender and its directors, officers and employees Related Parties (each such Person including the directorsan "Indemnitee") from, officers and employees herein referred to as an “Indemnitee”) hold each of them harmless against, and hold promptly upon demand pay or reimburse each Indemnitee harmless fromof them for, any and all lossesactions, suits, proceedings (including any investigations, litigation, or inquiries), claims, cost recovery actionsdemands, and causes of action, and, in connection therewith, all reasonable costs, losses, liabilities, damages, or expenses and liabilities of whatsoever any kind or nature whatsoever, including those arising under Environmental Law (collectively the "Indemnity Matters") which may be incurred by or kind asserted by third partiesagainst or involve any of them (whether or not any of them is designated a party thereto) as a result of, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of of, or in connection with any way related to (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use by Borrower of the proceeds therefromof any advances made under the Note, (cii) the operations of the business of the Obligors, (iii) any actual bodily injury or prospective claimdeath or property damage occurring in or upon or in the vicinity of any real or personal property of an Obligor, (iv) the failure of the Obligors to comply with any laws, or (v) the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel and all other expenses incurred in connection with investigating, defending, or preparing to defend any such action, suit, proceeding (including any investigations, litigation, investigation or proceeding relating to any of the foregoinginquiries), whether based on contract, tort or any other theory claim and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE NEGLIGENCE OF ANY INDEMNITEE but not Indemnity Matters arising from the gross negligence, wilful negligence or willful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 The Borrowers will Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Parent Borrower agrees to (a) pay all reasonable and documented out-of-pocket expenses incurred by of each Agent and the LenderArrangers 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 the reasonable feesand documented out- of-pocket syndication (including, charges without limitation, all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) and due diligence expenses and reasonable and documented fees and disbursements of external one counsel for representing the Lender in connection with Administrative Agent and (ii) where applicable, the negotiation preparation, execution and preparation delivery of any waiver, amendment or consent by the Agents, the Arrangers, the Issuing Lenders or the Lenders relating to this Agreement (whether or not any other Loan Document, including without limitation reasonable and documented fees and disbursements of counsel representing the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, Agents and the collectionLenders, enforcement or protection of the Lender’s rights in connection with this Agreement, including (b) pay all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility Agents, the Arrangers, each Issuing Lender and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents, the Arrangers, the Issuing Lenders and the Loans. 9.3.2 Each Borrower will indemnify Lenders under the LenderCredit Facilities, its directorsincluding, officers to the extent reasonable under the circumstances, consulting with accountants, attorneys and employees (each such Person including other Persons concerning the directorsnature, officers and employees herein referred to as an “Indemnitee”) againstscope or value of any right or remedy of the Agents, and hold each Indemnitee harmless fromthe Arrangers, any Issuing Lender or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and all losses, claims, cost recovery actions, damages, expenses disbursements of such Persons and liabilities of whatsoever nature (c) pay any civil penalty or kind asserted fine assessed by third partiesOFAC against, and all reasonable and documented costs and out-of-pocket expenses to which (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of any Credit Party that violates a sanction enforced by OFAC. The Parent Borrower hereby indemnifies, exonerates and holds the Agents, the Arrangers, the Issuing Lenders and the Lenders, and each of their respective Affiliates, officers, directors, employees and agents (each an “Indemnitee”) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, reasonable consultants’ fees and settlement costs) (collectively, the “Indemnified Liabilities”) incurred by any Indemnitee may become subject in connection with any claim, investigation, litigation or other proceeding (whether or not such Indemnitee is a party thereto) and the prosecution and defense thereof, arising out of or in connection any way connected with (a) the execution or delivery by Credit Facilities, the Lender Loans, the Letters of Credit, this Agreement or any agreement other Loan Document or instrument contemplated herebyas a result of the breach of any of the Credit Parties’ obligations hereunder or arising from the use by others of Information or other materials obtained through internet, SyndTrak or other similar transmission systems in connection with the Credit Facilities, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee’s gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the performance by Parent Borrower hereby agrees to make the Lender maximum contribution to the payment and satisfaction of its obligations hereunder and the consummation each of the transactions contemplated hereunderIndemnified Liabilities which is permissible under Applicable Law. The parties hereto acknowledge and agree that, (b) in the case of any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or other proceeding relating to any of which the foregoingindemnity in this Section 13.2 applies, such indemnity shall be effective whether based on contractor not such investigation, tort litigation or proceeding is brought by a third party, the Parent Borrower or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such IndemniteeCredit Party.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender incurred in connection with the negotiation preparation, execution, delivery, enforcement and preparation administration of this Agreement, the Note, and the Loan Documents and the making and repayment of the Credit Facility, including, without limitation the reasonable legal fees and expenses of the Lender; (b) The Borrower further agrees to pay, and to save the Lender harmless from all liability for, any stamp or other documentary taxes which may be payable in connection with the Borrower’s execution or delivery of this Agreement and the other Loan Documents, its borrowings hereunder, or its issuance of the Note, or of any other instruments or documents provided for herein or delivered or to be delivered by the Borrower hereunder or in connection herewith; (whether c) Whether or not the transactions contemplated hereby or thereby will shall be consummated): the Borrower shall pay and indemnify and hold harmless the Lender and its officers, directors, employees, counsel, agents and attorneys-in-fact (each, an ‘‘Indemnified Person’’) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including all fees and disbursements of counsel, the management and administration allocated costs of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreementinternal legal services, and disbursements of internal legal counsel) of any kind or nature whatsoever (except for such Indemnified Person’s own gross negligence or willful misconduct) with respect to and to the collectionextent arising from the Borrower’s or any Borrower Subsidiary’s execution, delivery, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender performance of this Agreement and any other Loan Documents, or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed Borrower’s use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingCredit Facility, whether based on contractor arising from the action or failure to act of the Borrower, tort the Borrower Subsidiaries, or any other theory and regardless of whether any Indemnitee is a party theretotheir respective officers, directors, employees, counsel, agents or attorneys-in-fact; and (d) All obligations provided for in this Section 7.4 shall survive any other aspect termination of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether Whether or not the transactions contemplated hereby or thereby will by any of the Operative Documents shall be consummated), the management Issuers will pay or cause to be paid (or reimbursed, as the case may be) and administration will defend, indemnify and hold each Purchaser (and each other holder of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions Securities) and each of this Agreementsuch Purchaser's (and such other holder's) directors, officers, employees, agents, advisors and Affiliates (each, an "Indemnitee") harmless (on a net after tax basis with respect to payments to third parties) in respect of all costs, losses, expenses (including, without limitation, the collectionreasonable fees, enforcement costs, expenses and disbursements of counsel) and damages (collectively, "Indemnified Costs") incurred by or protection of the Lender’s rights asserted against any Indemnitee in connection with this Agreementthe negotiation, including all such out-of-pocket expenses incurred during any workoutexecution, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lenderdelivery, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender performance and/or enforcement of this Agreement or any agreement or instrument contemplated herebyof the other Operative Documents (including, the performance by the Lender of its obligations without limitation, so-called work-outs and/or restructurings and all amendments, waivers and consents hereunder and thereunder, whether or not effected) and/or the consummation of the transactions contemplated hereunder, (b) hereby and thereby or which may otherwise be related in any Loan way to this Agreement or any actual other Operative Documents or proposed use such transactions or such Indemnitee's relationship to the Issuers or any of their Affiliates or any of their respective properties and assets, including, without limitation, any and all Indemnified Costs related in any way to the proceeds therefromrequirements of any Environmental Laws (as the same may be amended, (cmodified or supplemented from time to time) or to any actual required environmental investigation, assessment, site monitoring, containment, clean up, remediation, removal, restoration, reporting and sampling, whether or prospective claimnot consented to, litigationor requested or approved by, investigation Indemnitee, to the extent such Indemnified Cost is attributable to an event or proceeding condition originating from or relating to any properties or assets of the Issuers or any of the Subsidiaries or any other properties previously or hereafter owned, leased, occupied or operated by the Issuers or any of the respective Subsidiaries. Notwithstanding the foregoing, whether based on contract, tort or the Issuers shall not have any other theory and regardless of whether any obligation to an Indemnitee is a party thereto, (d) any other aspect of under this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as Section 21 with respect to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are Indemnified Cost which is finally determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from arisen as a result of the gross negligence, wilful willful misconduct or wilful material breach bad faith of this Agreement by such Indemnitee.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Lender, (including the reasonable fees, charges and disbursements of external one counsel for to the Lender Agent, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as the Agent determines in good faith is necessary in light of such actual or potential conflict of interest) incurred by the Agent in connection with the negotiation preparation, execution and preparation delivery of this Agreement or in connection with any amendment, modification and waiver of the provisions hereof (whether or not the transactions contemplated hereby or thereby will be are consummated), the management . The Borrower further agrees to pay all reasonable and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such documented out-of-pocket expenses (including reasonable fees, charges and disbursements of one counsel to the Credit Parties, one local counsel and one regulatory counsel in each applicable jurisdiction and, in the event of an actual or potential conflict of interest, such additional counsel as any Credit Party determines in good faith is necessary in light of such actual or potential conflict of interest) incurred during by any workout, restructuring or negotiations Credit Party in connection with the enforcement of rights under the Credit Documents and upon an Event of Default (including in respect of workouts and restructurings). (b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the Credit Facility 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 Loan hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article IV) after notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion of a Term SOFR Loan, or assignment of a Term SOFR Loan of the Borrower required by any other provision of this Agreement (including, without limitation, Section 2.16) or otherwise made or deemed made, on a date other than the last day of the Interest Period, if any, applicable thereto, (iii) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment (including any notice delivered pursuant to Section 2.09(a) and revoked pursuant to the last sentence of such Section) 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 Loan hereunder or any part thereof as a Term SOFR Loan. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (x) its cost of obtaining the funds for the Loan being paid, prepaid, Converted or not borrowed (assumed to be the Term SOFR Rate for the period from the date of such payment, prepayment, refinancing or failure to borrow or refinance to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow or Convert, the Interest Period for such Loan that would have commenced on the date of such failure) over (y) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying 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 Agent, each Lender, each of their Affiliates and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers officers, partners, employees and employees agents of the foregoing (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, cost recovery actions, damages, liabilities and related expenses, including reasonable fees and expenses and liabilities of whatsoever nature one counsel for all Indemnitees (unless in the good faith opinion of the Agent or kind such counsel, it would be inappropriate under applicable standards of legal professional conduct, due to an actual or potential conflict of interest, to have only one counsel), incurred by or asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderother Credit Documents, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Extensions of Credit or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) including any other aspect of this Agreementthe foregoing arising from the negligence, and (e) whether sole or concurrent, on the enforcement part of any Indemnitee’s rights hereunder and any related investigation. Notwithstanding the foregoing, defence, preparation of defence, litigation and enquiries; provided that such indemnity will shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful material breach (B) result from any litigation not involving an act or omission of the Borrower brought by an Indemnitee against another Indemnitee (unless such litigation relates to claims against the Agent, acting in such capacity); 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, 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 subsection (c) (whether or not any Indemnitee is an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise or consent does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee, does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee and contains an unconditional release of each Indemnitee that could seek such indemnification under this subsection (c). It is understood that, with respect to any particular investigation, litigation or other proceeding subject to indemnification hereunder, the Borrower shall not be required to reimburse, or indemnify and hold harmless for, the reasonable and documented legal fees and expenses of more than one outside counsel (in addition to one local counsel and one regulatory counsel in each applicable jurisdiction) for all Indemnitees that are the subject of such investigation, litigation or other proceeding, unless representation of all such Indemnitees in such matter by a single counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Borrower shall be required to reimburse, and indemnify and hold harmless for, the reasonable and documented legal fees and expenses of such additional counsel as any Indemnitee determines in good faith are necessary in light of such actual or potential conflict of interest. (d) Without limiting the obligations of the Borrower under subsection (c) above, neither the Borrower nor any Indemnitee shall have any liability for any punitive, special, indirect or consequential damages resulting from this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). 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 Credit Documents or the transactions contemplated hereby or thereby, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnitee or any of its Related Parties (as determined by a final and non-appealable judgment of a court of competent jurisdiction). (e) 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 the Agent, any Lender. All amounts due under this Section shall be payable on written demand therefor. (f) A certificate of any Lender or the Agent setting forth any amount or amounts that such IndemniteeLender or such Agent is entitled to receive pursuant to subsection (b) above and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. (g) The provisions of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnity. 9.3.1 The Borrowers will (a) Company shall pay or reimburse Holdings for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Holdings in connection with the negotiation and preparation of this Agreement (whether or not the transactions investment contemplated hereby and, before and after judgment, in enforcing, protecting or thereby will be consummated), the management preserving its rights under this Investment Agreement and administration of Loans and this Agreement (whether all other documents required hereunder or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loansthereunder. 9.3.2 Each Borrower will (b) Company agrees to indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, Holdings against any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature or kind asserted expenses, (including, without limitation, reasonable attorneys' fees and expenses) incurred by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject Holdings arising out of, in any way connected with, or as a result of (i) any acquisition or in connection with (a) attempted acquisition of securities or other assets of another person or entity by Company other than the execution or delivery by GameTime Securities pursuant to the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderPurchase Agreement, (bii) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating proceedings related to any the operations of Company or to the foregoingpurchase of securities of GameTime, whether based on contract, tort or any other theory and regardless of whether any Indemnitee not Holdings is a party thereto; provided, (d) any other aspect of this Agreementhowever, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as shall not apply to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined arising from (A) any unexcused breach by Holdings of its obligations under this Investment Agreement or (B) any commitment made by Holdings to a court person other than Company which would be breached by the performance of competent jurisdiction by final and non-appealable judgment to have resulted from Holdings's obligations under this Investment Agreement. Notwithstanding the gross negligenceforegoing, wilful misconduct a Holdings shall in all instances be liable for its acts or wilful material omissions in breach of this Investment Agreement or any acts or omissions which constitute fraud, willful misconduct, or breach of fiduciary duty. (c) The foregoing agreements and indemnities shall remain operative and in full force and effect regardless of termination of this Investment Agreement, the consummation of or failure to consummate the transactions contemplated by such Indemniteethis Investment Agreement or any amendment, supplement, modification or waiver hereof, the return of any funds invested hereunder, the invalidity or unenforceability of any term or provision of this Investment Agreement, or any other document required hereunder, any investigation made by or on behalf of Holdings or the content or accuracy of any representation or warranty made under this Investment Agreement or any other document required hereunder.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable out-of-out of pocket expenses incurred by the Lender, Lender and its Affiliates (including the reasonable fees, charges and disbursements of external counsel for the Lender Lender), in connection with the negotiation preparation, negotiation, execution, delivery and preparation administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby will shall be consummated), (ii) all reasonable out of pocket expenses incurred by the management Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and administration (iii) all out of Loans pocket expenses incurred by the Lender (including the fees, charges and this Agreement (whether or not disbursements of any Borrowings are made hereundercounsel for the Lender), any amendments, modifications or waivers of in connection with the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loanssuch Loans or Letters of Credit, in any arbitration proceeding or otherwise. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an b) THE BORROWER SHALL INDEMNIFY THE LENDER (AND ANY SUB-AGENT THEREOF) AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “IndemniteeINDEMNITEE”) againstAGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, AND SHALL PAY OR REIMBURSE ANY SUCH INDEMNITEE FOR, ANY AND ALL LOSSES, CLAIMS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), PENALTIES, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON (INCLUDING THE BORROWER OR ANY OTHER CREDIT PARTY), ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, 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 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 LENDER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO ANY CREDIT PARTY OR ANY SUBSIDIARY, (iv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, ARBITRATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (v) ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION, LITIGATION, ARBITRATION OR OTHER PROCEEDING (WHETHER OR NOT THE LENDER IS A PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANS, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS AND CONSULTANT’S FEES, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. (c) To the fullest extent permitted by Applicable Law, the Borrower and each other Credit Party shall not assert, and hold each Indemnitee harmless fromhereby waives, any and all lossesclaim against any Indemnitee, claimson any theory of liability, cost recovery actionsfor special, indirect, consequential or punitive damages (as opposed to direct or actual damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject ) arising out of or of, in connection with (a) the execution with, or delivery by the Lender of as a result of, this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunderhereby or thereby, (b) any Loan or any actual Letter of Credit or proposed the use of the proceeds therefrom, thereof. No Indemnitee referred to in clause (cb) above shall be liable for any actual or prospective claim, litigation, investigation or proceeding relating to any of damages arising from the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement use by unintended recipients of any Indemnitee’s rights hereunder and any related investigationinformation or other materials distributed by it through telecommunications, defence, preparation electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except for such damages arising from the gross negligence or willful misconduct of defence, litigation and enquiries; provided that such indemnity will not, Indemnitee 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 non-appealable judgment to have resulted from nonappealable judgment. All amounts due under this Section shall be payable promptly after demand therefor. Each party’s obligations under this Section shall survive the gross negligencetermination of the Loan Documents and payment of the obligations hereunder. (d) THE BORROWER AND THE LENDER EXPRESSLY INTEND THAT THE FOREGOING INDEMNITY SHALL COVER, wilful misconduct or wilful material breach of this Agreement by such IndemniteeAND THAT THE BORROWER SHALL INDEMNIFY AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST, COSTS, EXPENSES AND LOSSES SUFFERED AS A RESULT OF THE NEGLIGENCE OF ANY INDEMNITEE (OTHER THAN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Expenses; Indemnity. 9.3.1 The Borrowers will Borrower agrees promptly following (and in any event within 30 days of) written demand (including documentation reasonably supporting such request) therefor (i) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Arranger for all reasonable and documented out-of-pocket costs and expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation preparation, negotiation, syndication and preparation execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby will be are consummated), and the management consummation and administration of Loans the transactions contemplated hereby and this Agreement thereby (whether including all Attorney Costs which shall be limited to Cravath, Swaine & Xxxxx LLP (and one local counsel in each applicable jurisdiction for each group and, in the event of any actual or not any Borrowings are made hereunderreasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)) and (ii) from and after the Closing Date, any amendmentsto pay or reimburse the Administrative Agent, modifications or waivers of the provisions of this AgreementCollateral Agent, the Syndication Agent, the Documentation Agent, the Arranger and the collection, enforcement or protection of the Lender’s rights each Lender promptly following written demand for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement, Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workoutlegal proceeding, restructuring or negotiations in respect including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Credit Facility Administrative Agent, Arranger and the Loans. 9.3.2 Each Borrower will indemnify Lenders (and one local counsel in each applicable material jurisdiction for each group and, in the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities event of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use reasonably perceived conflict of interest, one additional counsel of each type to similarly situated parties)). To the proceeds therefromextent otherwise reimbursable by the foregoing sentence of this section, (c) any actual or prospective claimthe foregoing costs and expenses shall include all reasonable search, litigationfiling, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory recording and regardless of whether any Indemnitee is a party title insurance charges and fees related thereto, (d) and other reasonable and documented out of pocket expenses incurred by any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such IndemniteeAgent.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by of the Fees referenced in the Fee Letter. (b) The Borrower agrees to indemnify the Administrative Agent, the Syndication Agent and each Lender, including the reasonable fees, charges and disbursements each Affiliate of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions foregoing persons and each of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees, disbursements and other charges incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingproceeding, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, relating to, in any way connected with, or resulting from (di) 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 Acquisition, the Transactions and the other transactions contemplated thereby, (ii) the use of the proceeds of the Loans or (iii) any other aspect actual or alleged presence or Release of this AgreementHazardous Materials on any property owned or operated by the Borrower or any Subsidiary, and (e) or any Environmental Claim related in any way to the enforcement of Borrower or any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiriesSubsidiary; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligence, negligence or wilful misconduct of such Indemnitee. (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 Commitments, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by such Indemniteeor on behalf of 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. 9.3.1 The Borrowers will (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within ten (10) days of receipt of written notice from Lender for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with (i) the negotiation costs of furnishing all opinions by counsel for Borrower by Borrower’s counsel; (ii) Borrower’s ongoing performance of and preparation of compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (whether iii) intentionally omitted; (iv) intentionally omitted; (v) intentionally omitted; (vi) the filing and recording fees and expenses; (vii) enforcing or not preserving any rights, in response to third party claims or the transactions contemplated hereby prosecuting or thereby will be consummated)defending of any action or proceeding or other litigation, the management and administration of Loans and this Agreement (whether in each case against, under or not any Borrowings are made hereunder)affecting Borrower, any amendments, modifications or waivers of the provisions of this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and the collection, enforcement (viii) enforcing any obligations of or protection of the Lender’s rights in connection with collecting any payments due from Borrower under this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring the other Loan Documents or negotiations in with respect of to the Credit Facility and the Loans. 9.3.2 Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of Property or in connection with (a) any refinancing or restructuring of the execution credit arrangements provided under this Agreement in the nature of a “work-out” or delivery of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender or breach of this Agreement by Lender. (b) Borrower shall indemnify, defend and hold harmless Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or any agreement or instrument contemplated herebynature whatsoever (including, without limitation, the performance reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by the Lender Borrower of its obligations hereunder and the consummation of the transactions contemplated hereunderunder, (b) any Loan or any actual material misrepresentation by Borrower contained in, this Agreement or proposed the other Loan Documents, or (ii) the use or intended use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingLoan (collectively, whether based on contractthe “Additional Indemnified Liabilities”); provided, tort or however, that Borrower shall not have any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights obligation to Lender hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted Liabilities arise from the gross negligence, wilful illegal acts, fraud or willful misconduct of Lender or wilful material breach of this Agreement by such IndemniteeLender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Additional Indemnified Liabilities incurred by Lender. (c) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender and the Indemnified Parties from and against any and all losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Section 5.2.8 hereof, provided, however, that the indemnity set forth in this subsection (c) shall not be applicable to the extent that the Lender has used Plan Assets to make the Loan.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender any Agent in connection with the negotiation and preparation of entering into this Agreement (whether or not by the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), Paying Agent in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof, and or incurred by any Agent or any Lender in connection with the collection, enforcement or protection of the Lender’s their rights in connection with this AgreementAgreement or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workoutthe reasonable fees and disbursements of a single counsel for the Agents or, restructuring in the case of enforcement or negotiations in respect of protection, counsel for the Credit Facility and the LoansLenders. 9.3.2 Each (b) The Borrower will agrees to indemnify the LenderAgent Parties, its the Lenders, their respective Affiliates, and their respective directors, officers officers, employees and employees agents (each such Person including the directors, officers and employees herein referred to as person being called an “"Indemnitee”") against, and to hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses liabilities and liabilities of whatsoever nature related expenses, including reasonable counsel fees and expenses, incurred by or kind asserted by third parties, and all reasonable out-of-pocket expenses to which against any Indemnitee may become subject arising out of or in connection with (ai) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated herebythereby, the performance by the Lender parties thereto of its their respective obligations hereunder and thereunder or the consummation of the transactions contemplated hereunderthereby, (bii) any Loan or any actual or proposed the use of the proceeds therefrom, of the Loans or (ciii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether not any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable nonappealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnitee. (c) 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, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of any Agent Party or any Lender. All amounts due under this Section 8.05 shall be payable on written demand therefor. (d) All out-of-pocket expenses that any Lender may sustain or incur as a consequence of (a), (b), (c) or (d) of Section

Expenses; Indemnity. 9.3.1 (a) The Borrowers will pay all reasonable out-of-pocket expenses incurred by the LenderCompany hereby agrees, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions hereby contemplated hereby or thereby will shall be consummated), to pay, and save any holder harmless against liability for the payment of, the management costs and administration expenses incurred by such holder, including, without limitation, the reasonable fees and disbursements of Loans counsel engaged by Xxxxxx, EIT and this Agreement the Individual Investors, in connection with (i) any subsequent proposed amendment to, modification of, or proposed consent under (whether or not any Borrowings are made hereunder)such proposed modification shall be effected or proposed consent granted) and (ii) the costs and expenses, including attorney's fees, incurred by Xxxxxx, EIT and the Individual Investors, in enforcing its rights under, any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement Warrants or protection of the Lender’s rights Series D Preferred Stock or in responding to any subpoena or other legal process issued in connection with this AgreementAgreement or the transactions contemplated hereby or by reason of such Purchaser's having acquired any Security, including all such out-of-pocket without limitation, costs and expenses incurred during in any workoutbankruptcy case involving the Company or any of its Subsidiaries; provided, restructuring however, that the Company shall not be obligated to pay any costs, fees or negotiations in respect expenses incurred by any holder solely by reason of such holder's gross negligence or willful misconduct. The obligations of the Credit Facility Company under this Section 11.2 shall survive the transfer of any Securities or portion thereof or interest therein by any Purchaser or any subsequent holder of the Securities and the Loansredemption of the Preferred Shares. 9.3.2 Each Borrower will indemnify (b) Notwithstanding any investigation performed by any Purchaser prior to any Closing, the LenderCompany shall indemnify, save and hold harmless, release and discharge each holder of any Securities and all of its officers, directors, officers stockholders, agents, representatives, consultants, employees, and employees Affiliates, and all of its heirs, successors and permitted assigns from and against any and all damages, obligations, cases, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs (each such Person including attorneys' fees and court costs) and other liabilities of any kind, including, without limitation, environmental liabilities (collectively, "Damages"), arising from, out of or in any manner connected with or based on (i) notwithstanding any disclosure in this Agreement (including the directorsexhibits and schedules attached hereto) or otherwise, officers the breach of any covenant of the Company or the failure by the Company to perform any of its obligations contained herein or in any of the agreements, documents or instruments required to be executed and employees herein referred delivered by the Company in connection with the transactions contemplated hereby and in any other Transaction Documents, (ii) any inaccuracy in or breach of any representation or warranty of the Company under this Agreement or any agreement, document or instrument required to as an “Indemnitee”be executed and delivered by the Company in connection with the transactions contemplated hereby and in any other Transaction Documents, (iii) against, notwithstanding any disclosure in this Agreement (including the exhibits and hold each Indemnitee harmless fromschedules attached hereto) or otherwise, any and all lossesacts, claimsomissions, cost recovery actionsevents, damagesconditions or circumstances involving or related to the assets, expenses and liabilities properties, businesses, operations or activities of whatsoever nature or kind asserted by third partiesthe Company, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement its Subsidiaries or any agreement or instrument contemplated hereby, the performance by the Lender predecessor of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoingthereof, whether based on contractoccurring or existing on, tort prior to or after the Initial Closing, except if any other theory and regardless such Damages arise solely as a result of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities Person's gross negligence or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemniteewillful misconduct.

Expenses; Indemnity. 9.3.1 (a) The Borrowers will pay Borrower and Intermediate Holdings shall pay, jointly and severally, (i) all reasonable and documented out-of-pocket expenses incurred by the LenderAgents, the Joint Lead Arrangers and their Affiliates (including the reasonable fees, charges and disbursements of external counsel for the Lender Agents and of a single local counsel in each relevant jurisdiction) in connection with the negotiation preparation, negotiation, execution, delivery and preparation administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby will shall be consummated)) and (ii) all reasonable and documented out-of-pocket expenses incurred by the Agents and any Lender (including the reasonable fees, charges and disbursements of any counsel for any Agents, the management and administration of Loans and this Agreement (whether Joint Lead Arrangers or not any Borrowings are made hereunder), any amendments, modifications or waivers of Lender) in connection with the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s its rights (A) in connection with this AgreementAgreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Revolving Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the such Revolving Loans. 9.3.2 Each (b) The Borrower will indemnify the and Intermediate Holdings shall indemnify, jointly and severally, each Agent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, its directors, officers and employees each Related Party of any of the foregoing Persons (each such Person including the directors, officers and employees herein referred to as being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, liabilities and related expenses (including the reasonable fees, charges and liabilities disbursements of whatsoever nature or kind asserted by third partiesone firm of counsel for any Indemnitee and, if necessary, one firm of local counsel in each appropriate jurisdiction), and shall indemnify and hold harmless each Indemnitee from all reasonable out-of-pocket expenses to which fees and time charges and disbursements, incurred by any Indemnitee may become subject or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of or of, in connection with with, or as a result of (ai) the execution or delivery by the Lender of this Agreement Agreement, any other Loan Document or any agreement or instrument contemplated herebyhereby or thereby, the performance by the Lender parties hereto of its their respective obligations hereunder and or thereunder or the consummation of the transactions contemplated hereunderhereby or thereby, (bii) any Revolving Loan or any actual the use or proposed use of the proceeds therefrom, (ciii) 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 (except to the extent such Release occurs solely following foreclosure upon such property and is not caused by or does not otherwise arise out of any action or inaction by any Loan Party), or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 non-appealable judgment to have resulted from the gross negligence, wilful bad faith or willful misconduct of such Indemnitee or wilful material breach (y) are owed with respect to disputes between and among Indemnitees (other than disputes against any Indemnitee in its capacity, or in fulfilling its role as, an administrative agent or arranger (or against any other Indemnitee acting in its capacity as affiliate, officer, director or employee for such administrative agent or arranger acting in such capacity or role), or any similar role under the Credit Facilities). If for any reason the foregoing indemnification is unavailable to an Indemnitee or insufficient to hold it harmless, then the Borrower and Intermediate Holdings will contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of (i) the Borrower and Intermediate Holdings and their respective Subsidiaries, Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) the Indemnitee on the other hand in the matters contemplated by the Transactions as well as the relative fault of (x) the Borrower and Intermediate Holdings and their respective Subsidiaries, Affiliates, shareholders, partners, members or other equity holders on the one hand and (y) the Indemnitee with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The indemnity and contribution obligations of the Borrower and Intermediate Holdings under this paragraph will be in addition to any liability which the Borrower and Intermediate Holdings may otherwise have and will be binding upon and inure to the benefit of any successors and assigns of the Borrower and Intermediate Holdings, the Indemnitees, any such Subsidiaries and any such Affiliates. (c) To the extent that Intermediate Holdings and the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Agreement Section to be paid by it to any Agent (or any sub-agent thereof), any Joint Lead Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent) such Joint Lead Arranger 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 Revolving Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such IndemniteeLender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) such Joint Lead Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) such Joint Lead Arranger in connection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Revolving Credit Commitments at the time. (d) To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee or Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving Loan, or the use of the proceeds thereof; provided that such waiver shall not include or affect in any way the obligations of the Borrower and Intermediate Holdings to indemnify the Indemnitees as set forth in this Section

Expenses; Indemnity. 9.3.1 The Borrowers will (a) CBS agrees to pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender Agents in connection with the negotiation preparation, negotiation, execution and preparation delivery of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), in connection with any amendments, modifications or waivers of the provisions of this Agreementhereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by any Agent, and any Lender or any Issuing Lender in connection with the collection, enforcement or protection of the Lender’s rights of the Agents, the Lenders or the Issuing Lenders under this Agreement or in connection with this Agreementthe Loans made or the Letters of Credit issued hereunder, including all including, without limitation, the reasonable fees, charges and disbursements of Simpxxx Xxxxxxx & Xartxxxx, xxunsel for the Agents, and, in connection with any such out-of-pocket expenses incurred during enforcement or protection, the reasonable fees, charges and disbursements of any workoutother counsel for any Agent, restructuring Lender or negotiations in respect of the Credit Facility and the LoansIssuing Lender. 9.3.2 Each Borrower will (b) CBS agrees to indemnify the and hold harmless each Agent, each Lender, its each Issuing Lender and each of their respective directors, officers officers, employees, affiliates and employees agents (each such Person including the directorseach, officers and employees herein referred to as an “Indemnitee”"Indemnified Person") against, and hold to reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will 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 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 determined found by a final decision of a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligencenegligence or willful misconduct of such Indemnified Person. (c) 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, wilful misconduct the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or wilful material breach unenforceability of any term or provision of this Agreement or any investigation made by such Indemniteeor on behalf of any Agent or Lender. All amounts under this Section 9.5 shall be payable on written demand therefor.