Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. (a) The Borrower agrees: (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that 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) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: agrees to pay (i) to pay the reasonable fees, disbursements and other charges of counsel for the Administrative Agent and the Issuing Banks incurred in connection with the preparation of this Agreement and the other Loan Documents or reimburse in connection with any amendments, modifications or waivers of the Lender for provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket costs and expenses incurred in connection with by the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitationAdministrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Issuing Banks or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling LLP, counsel for the Administrative Agent and the Issuing Banks, in connection with any such enforcement or protection and the reasonable fees, disbursements and other documents, including, without limitationcharges of any other counsel for the Administrative Agent, the reasonable fees and disbursements of counsel to the Issuing Banks or any Lender. The Borrower also further agrees to that it shall indemnify the Lender against Administrative Agent, the Issuing Banks and the Lenders from, and hold them harmless against, any transfer taxes, documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any Note. (b) The Borrower agrees to indemnify the Administrative Agent, the Issuing Banks and each Lender and its directors, officers, partners, employees, agents and Affiliates each of their respective Related Parties (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges disbursements and expenses (including fees and expenses of counsel) other charges, incurred by or asserted against any Indemnitee by any third party or by the Borrower arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto or thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementhereby or thereby, (ii) the use of the Letters of Credit or proceeds of the Loans Advances or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or not by the Borrower and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Borrower also agrees not to assert any claim against any Indemnitee for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Advances, this Agreement, any of the transactions contemplated hereby or the actual or proposed use of the Letters or Credit of the proceeds of the Advances. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (c) If any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of any Conversion, payment pursuant to Section 2.06, prepayment pursuant to clause (ii) of the proviso to Section 2.10(a) or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may incur as a result of such payment, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) The provisions of this Section 8.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Advances, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of the Administrative Agent, the Issuing Banks or any Lender. All amounts due under this Section 4.4 8.03 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses incurred by the Agents in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the preparation reasonable fees, disbursements and execution of, and any amendment, supplement the charges for one local counsel in the State of California) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (iishall be consummated) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred by any Lender Party in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Shearman & Sterling LLP, counsel for the Administrative Agent, the Arrangers, the Lenders and the Issuing Banks, and counsel for the Collateral Agent and the Depositary Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to (including the reasonable and documented allocated costs of internal counsel) for the Arrangers or any Lender Party (but no more than one such counsel for each Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Arrangers, each Lender Party and its each of their respective directors, trustees, officers, partners, employees, affiliates, investment advisors and agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (other than claims solely as between the Lender Parties); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by found in a court of competent jurisdiction by final and nonappealable judgment non-appealable judicial decision to have resulted from the gross negligence or willful misconduct of such Indemnitee. . Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (cA) any Environmental Claim to the extent related in any way to the Loan Parties, Project or Site, (B) any violation of or liability under any Environmental Law by any Loan Party or otherwise occurring or existing at the Project or Site, or (C) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, in, under, on, to or from any Real Property, any property owned, leased or operated by any predecessor of the Loan Parties, or, to the extent related in any way to the Loan Parties, any property at which the Loan Parties have sent Hazardous Materials for treatment, storage or disposal; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are found in a final and non-appealable judicial decision to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and hereby waives all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. 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 Obligations, 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 Lender Party. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the Borrower shall authorize in writing such Indemnitee to employ separate counsel at the Borrower’s expense. The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld, conditioned or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee.

Expenses; Indemnity. (a) The Borrower agrees: agrees to pay (i) to pay the reasonable fees, disbursements and other charges of counsel for the Paying Agent and the Issuing Banks incurred in connection with the preparation of this Agreement and the other Loan Documents or reimburse in connection with any amendments, modifications or waivers of the Lender for provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket costs and expenses incurred in connection with by the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitationPaying Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Issuing Banks or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Advances or the Letters of Credit issued hereunder, including the reasonable fees, disbursements and other charges of Shearman & Sterling LLP, counsel for the Paying Agent and the Issuing Banks, in connection with any such enforcement or protection and the reasonable fees, disbursements and other documents, including, without limitationcharges of any other counsel for the Paying Agent, the reasonable fees and disbursements of counsel to the Issuing Banks or any Lender. The Borrower also further agrees to that it shall indemnify the Lender against Paying Agent, the Issuing Banks and the Lenders from, and hold them harmless against, any transfer taxes, documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any Note. (b) The Borrower agrees to indemnify the Paying Agent, the Issuing Banks and each Lender and its directors, officers, partners, employees, agents and Affiliates each of their respective Related Parties (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges disbursements and expenses (including fees and expenses of counsel) other charges, incurred by or asserted against any Indemnitee by any third party or by the Borrower arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto or thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementhereby or thereby, (ii) the use of the Letters of Credit or proceeds of the Loans Advances or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by a third party or not by the Borrower and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Borrower also agrees not to assert any claim against any Indemnitee for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Advances, this Agreement, any of the transactions contemplated hereby or the actual or proposed use of the Letters or Credit of the proceeds of the Advances. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (c) If any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of any Conversion, payment pursuant to Section 2.06, prepayment pursuant to clause (ii) of the proviso to Section 2.10(a) or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Paying Agent), pay to the Paying Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may incur as a result of such payment, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) The provisions of this Section 8.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Advances, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of the Paying Agent, the Issuing Banks or any Lender. All amounts due under this Section 4.4 8.03 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. The Borrowers will (a) The Borrower agrees: (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred of the Administrative Agent in connection with with: (i) the preparation preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Administrative Agent or the Lenders relating to this Agreement or any other documents prepared Loan Document, including without limitation reasonable fees and disbursements of counsel for the Administrative Agent, and (iii) the exercise and enforcement of any rights and remedies of the Administrative Agent and the Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, includingwhich expenses shall include, without limitation, the reasonable fees and disbursements of Brown & Wood LLPsuch Persons, counsel to the Lender; and (iib) to pay or reimburxx xxe Lxxxxr for all reasonable costs and out-of-pocket expenses incurred each Lender in connection with the enforcement or preservation of any rights and remedies of the Administrative Agent and the Lenders under this Agreement the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any such right or remedy of the Administrative Agent or any Lender hereunder or under any other documentsLoan Document or any factual matters in connection therewith, includingwhich expenses shall include, without limitation, the reasonable fees and disbursements of counsel to such Persons, and (c) defend, indemnify and hold harmless the Lender. The Borrower also agrees to indemnify Administrative Agent and the Lender against any transfer taxesLenders, documentary taxesand their respective parents, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directorsSubsidiaries, officers, partnersAffiliates, employees, agents agents, officers and Affiliates (for purposes of this paragraphdirectors, eachfrom and against any losses, an "Indemnitee") againstpenalties, and to hold each Indemnitee harmless from, any and all claimsfines, liabilities, settlements, damages, lossescosts and expenses, costssuffered by any such Person in connection with any claim, charges investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and expenses (including fees the prosecution and expenses of counsel) incurred by or asserted against any Indemnitee defense thereof, arising out of, of or in any way connected with, or as a result of (i) with the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement any other Loan Document or the consummation of the transactions Loans, including without limitation reasonable attorney's and the other transactions contemplated by this Agreementconsultant's fees, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall 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 nonappealable judgment to have resulted the foregoing directly result from the gross negligence or willful misconduct of such Indemnitee. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses incurred by the Agents in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation and execution of, and any amendment, supplement extent incurred with the reasonable prior approval of the Borrower) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of White & Case LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Agents, any Fronting Bank or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Agents, each Fronting Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, affiliates and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transaction and the other transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Fronting Bank or any Lender and its directors, trustees, officers, affiliates and employees as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, the Borrower or any of their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or 114 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) Indemnitee or any of its directors, trustees, officers or employees. 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 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 Agent, any Fronting Bank or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or

Expenses; Indemnity. (a) The Borrower agrees: (i) and Holdings agree, jointly and severally, to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Issuing Bank in connection with the syndication of the Credit Facilities and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLPCollateral Agent, counsel to the Lender; and (ii) to pay Syndication Agent, the Documentation Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or Letters of Credit issued hereunder, includingincluding the fees, without limitation, the reasonable fees charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel to for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Lender Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, each Lender, the Issuing Bank and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any Release or actual or alleged presence of Hazardous Materials on, at or under any property currently or formerly owned, leased or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that Holdings and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent or the Issuing Bank under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent or the Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, any Lender or the Issuing Bank. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses (i) incurred by the Agents and the Lead Arranger (without duplication) in connection with the preparation of this Agreement and the other Loan Documents, and by the Agents and the Lead Arranger (without duplication) in connection with the syndication of the Commitments and the administration of this Agreement (including reasonable and documented out-of-pocket expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, due diligence and the consummation of reasonable and documented fees, charges and disbursements for special New York counsel for the transactions contemplated hereby and thereby, including, without limitationAdministrative Agent, the reasonable fees Collateral Agent and disbursements of Brown & Wood LLP, the Lead Arranger and counsel to the LenderDepositary Bank and, in the event of any perceived or actual conflict of interest, an additional firm of counsel for any similarly affected persons) and in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be consummated); and (ii) to pay incurred by the Agents and the Lead Arranger (without duplication) or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, including the reasonable and documented fees, charges and disbursements of special New York counsel for the Administrative Agent and the Lead Arranger, counsel to the Collateral Agent and counsel to the Depositary Bank and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees and documented fees, charges and disbursements of counsel any other necessary counsel; provided, that absent any conflict of interest, the Administrative Agent and the Lead Arranger shall not be entitled to payment for the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxesfees, documentary taxes, assessments charges or charges made by any Governmental Authority by reason disbursements of the execution and delivery of this Agreementmore than one counsel. (b) The Borrower agrees to indemnify the Agents (including the Depositary Bank) and the Lead Arranger (without duplication), each Lender and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all claims, liabilitieslosses, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses disbursements (including fees and expenses limited to no more than one firm as counsel to such Indemnitees, taken as a whole, one firm of local counsel for each relevant jurisdiction, one firm of specialty counsel) , if applicable, and, in the event of any perceived or actual conflict of interest, an additional firm of counsel for any similarly affected persons), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby or thereby, (ii) the use or proposed use of the proceeds of the Loans Loans, (iii) (A) any Environmental Claim related in any way to any Loan Party or any of its Subsidiaries or (iiiB) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any real property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries or by any predecessor of any Loan Party or any of its Subsidiaries, except to the extent such presence, Release or threatened Release first occurs after none of the Loan Parties or any of their Subsidiaries have possession or control of such real property or (C) the sending by any Loan Party or any of its Subsidiaries of any Hazardous Materials to any property for treatment, storage or disposal or (iv) any claim, litigation, investigation investigation, inquiry or proceeding relating to any of the foregoing, whether or not the Borrower, any other Loan Party or any Indemnitee initiated or is a party thereto, in each case, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith, or willful misconduct of such Indemnitee or of any Related Indemnitee, (y) a material breach of this Agreement or any of the Loan Documents by such Indemnitee or by any Related Indemnitee or (z) any proceeding that does not involve an act or omission by any Loan Parties and that is brought by one Indemnitee against any other Indemnitee (other than any claims brought against any Agent or Lead Arranger in their respective capacities or fulfilling their respective roles as an arranger or agent or any similar role in connection with the Term Loan Facility). In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (c) All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon after written demand thereforthereof accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. This Section 9.05 shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. to which Section 9.05 would otherwise apply arising from any non-Tax claim.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Initial Lenders, the Paying Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the arrangement of the credit facilities provided for herein and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Initial Lenders, the Paying Agent, the Collateral Agent or (after the occurrence and during the continuance of an Event of Default) any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Cravath, Xxxxxx & Xxxxx, counsel for the Paying Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement, the reasonable fees fees, charges and disbursements of any other counsel to for the Paying Agent, the Collateral Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Initial Lenders, the Paying Agent, the Collateral Agent, each other Lender and its the Issuing Bank, each Affiliate of any of the foregoing persons and each of their respective directors, partners, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding (whether or not an Indemnitee is a party thereto) relating to (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any issuance of the foregoingLetters of Credit, whether or not any Indemnitee is a party thereto, or (ii) any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Claim related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Paying Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) Borrowers and Holdings agree, jointly and severally to pay or reimburse the Lender for all reasonable and documented or invoiced out-of-pocket costs fees and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender and the Arrangers (and each of their respective Affiliates) in connection with the syndication of the Credit Facilities and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees Collateral Agent, the Arrangers (and disbursements each of Brown & Wood LLP, counsel to the Lender; and (iitheir respective Affiliates) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of a single counsel to in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Lender. The Administrative Agent, the Collateral Agent, the Arrangers and the Lenders (and their respective Affiliates) (and, in the case of an actual or perceived conflict of interest, where the Person affected by such conflict informs the Lead Borrower also agrees to indemnify the Lender against any transfer taxesof such conflict and thereafter retains its own counsel, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery another firm of this Agreementcounsel for such affected Person). (b) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to indemnify the Lender Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, losses, costs, charges liabilities and reasonable and documented or invoiced out-of-pocket fees and expenses (including fees reasonable fees, disbursements and expenses other charges of any environmental consultant and one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where an Indemnitee affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee) incurred by or asserted against of any such Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any Environmental Liability related in any way to the Loan Parties, any of their respective subsidiaries or any property currently or formerly owned, leased or operated by the Loan Parties, any of their respective subsidiaries or any of their respective predecessors, including the Mortgaged Properties, except that the Borrowers and Holdings shall not be obligated to indemnify any Indemnitees for any environmental condition at any property to the extent negligently caused by an Indemnitee and clearly demonstrated by the Lead Borrower as first occurring after any transfer of the property by foreclosure or by a deed in lieu of foreclosure or (iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee or any of its controlled Affiliates or any of the officers, directors, employees, agents, advisors or other representative of any of the foregoing, in each case, acting at the direction of such Indemnitee, (y) a material breach of its funding obligations under this Agreement as determined by a court of competent jurisdiction in a final and non-appealable decision by such Indemnitee or (z) any dispute among Indemnitees (other than a dispute involving claims against the Administrative Agent, the Arrangers or any other agent with respect to the Credit Facilities, the Swingline Lender or the Issuing Bank, in each case in their respective capacitates as such, or any Arranger (and their respective Affiliates)). This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) To the extent that Holdings and the Borrowers fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) under paragraph (a) or (b) of this Section 9.05, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates), as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender or the Arrangers (or each of their respective Affiliates) in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, neither Holdings nor the Borrowers shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses (including reasonable fees, charges and expenses disbursements of one counsel to the Agent, 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, 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 and the Fronting Banks in connection with the preparation preparation, execution and execution of, and delivery of this Agreement or in connection with any amendment, supplement modification and waiver of the provisions hereof (whether or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of not the transactions contemplated hereby thereby are consummated). The Borrower further agrees to pay all reasonable and therebydocumented 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 by any 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 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 reasonable fees 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 disbursements 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 Brown & Wood LLPa Eurodollar Loan, counsel 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 (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred period from other banks in connection with the enforcement or preservation London interbank eurodollar market. A certificate of any rights under Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Agreement and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel Section shall be delivered to the LenderBorrower (with a copy to the Agent) and shall be conclusive absent manifest error. The Borrower also agrees to indemnify shall pay such Lender the Lender against amount shown as due on any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementsuch certificate within 10 days after receipt thereof. (bc) The Borrower agrees to indemnify the Lender Agent, the Fronting Banks, the Swingline Lender, each Lender, each of their Affiliates and its the directors, officers, partners, employees, employees and agents and Affiliates of the foregoing (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable fees and expenses of one counsel for all Indemnitees (unless in the good faith opinion of the Agent or 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 against any Indemnitee arising out of, in any way connected with, or as a result of connection with (i) the execution or delivery preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this AgreementCredit Documents, (ii) the use of the proceeds of the Loans Extensions of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingforegoing (whether or not brought by the Borrower or any other third party), whether or not any Indemnitee is a party thereto; provided that , including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee. Notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a final and non-appealable judgment of a court of competent jurisdiction by final and nonappealable judgment 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, 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; 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 Outstanding Credits, 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 or any Fronting Bank. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefor. (f) A certificate of any Lender, the Swingline Lender, any Fronting Bank or the Agent setting forth any amount or amounts that such Lender, the Swingline Lender, such Fronting Bank 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.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses incurred by the Agents in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation and execution of, and any amendment, supplement extent incurred with the reasonable prior approval of the Borrower) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of White & Case, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Agents, the Fronting Bank or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Agents, the Fronting Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Recapitalization and the other transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, any Agent, the Fronting Bank or any Lender and its directors, trustees, officers and employees as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, the Borrower or any of their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) Indemnitee or any of its directors, trustees, officers or employees. 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 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 Agent, the Fronting Bank or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or

Expenses; Indemnity. (a) The Borrower agrees: (i) Borrowers agree to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation extent incurred with the reasonable prior approval of the Borrowers and execution ofthe reasonable fees, disbursements and any amendment, supplement the charges for no more than one counsel in each jurisdiction where Collateral is located) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to (including the reasonable and documented allocated costs of internal counsel for the Administrative Agent, the Issuing Bank or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Issuing Bank, each Lender and its directors, officers, partners, employees, agents and Affiliates each of their respective Related Parties (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Company or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 Company or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials, regardless of when occurring, at, under, on or from any Property, any property owned, leased or operated by any predecessor of the Company or any of its Subsidiaries, or any property at which the Company or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Revolving Facility Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any Borrower’s failure to pay any such amount shall not relieve any Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section 4.4 shall be payable in immediately available funds upon not later than fifteen (15) days after written demand therefor. (f) This Section 9.05 shall not apply to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Agent and its Affiliates in 61 connection with the arrangement and syndication of the credit facility established hereby, the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents and any other documents prepared in connection herewith amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and therebyshall be consummated), including, without limitation, or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and any such other documents, including, without limitationAgreement, the other Loan Documents or the Loans made hereunder, including the reasonable fees fees, charges and disbursements of Cravath, Swaine & Moore LLP and, in connection with any such enforcement or protection, xxx reasonable fees, charges and disbursements of any other counsel to for the LenderAgent or any Lender (it being agreed that, except in connection with any such enforcement or protection, the Borrower shall be responsible for the fees, charges and disbursements of only one counsel unless, in the judgment of the Agent, additional counsel shall be required as a result of any conflict of interests). The Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Borrower agrees to indemnify the Agent, each Lender and its each of their respective directors, officers, partners, employees, agents and Affiliates advisors (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, with or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that 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 (x) the gross negligence or willful wilful misconduct of such Indemnitee or (y) the material breach of such Indemnitee's obligations under this Agreement. The Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of proceeds of the Loans. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agent or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees: (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses 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 out-of-pocket syndication and due diligence expenses incurred and reasonable fees and disbursements of counsel (not to exceed $60,000) for the Administrative Agent, and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the 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) at any time when a Default has occurred and is continuing (or at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) in connection with the preparation enforcement of any rights and execution ofremedies of the Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any amendment, supplement right or modification to, this Agreement and remedy of the Administrative Agent or any Lender hereunder or under any other documents prepared Loan Document or any factual matters in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, which expenses shall include without limitation, limitation the reasonable fees and disbursements of Brown & Wood LLPsuch Persons, counsel to the Lender; and (iic) to pay or reimburxx xxe Lxxxxr for all reasonable defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses incurred expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the enforcement Administrative Agent or preservation of any rights under this Agreement Lender is a party thereto) and any such other documentsthe prosecution and defense thereof, 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against any Indemnitee arising out of, of or in any way connected with, or as a result of (i) with the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement any other Loan Document or the consummation of the transactions Loans, including without limitation reasonable attorney's and the other transactions contemplated by this Agreementconsultant's fees, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall 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 nonappealable judgment to have resulted the foregoing directly result from the gross negligence or willful misconduct of such Indemnitee. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses (including Other Taxes) incurred by the Agents in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation extent incurred with the reasonable prior approval of the Borrower and execution ofthe reasonable fees, disbursements and any amendment, supplement the charges for no more than one counsel in each jurisdiction where Collateral is located) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents and the Lead Arranger and Holland & Xxxx LLP, special mining counsel for the Agents and Lenders, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel) (including the reasonable allocated costs of internal counsel to for the Agents, the Lead Arranger, any Issuing Bank or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Agents, the Lead Arranger, each Issuing Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, investment advisors and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result primarily from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee. ). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 (cA) any Environmental Claim related in any way to Holdings, the BorrowerParent or any of theirits Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property or any property or facility owned, leased or operated by Parent or any of its Subsidiaries, or by any predecessor of Holdings, the BorrowerParent or any of theirits Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Agent, any Issuing Bank or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the Borrower shall authorize in writing such Indemnitee to employ separate counsel at the Borrower’s expense. The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. (d) 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 Taxes.

Expenses; Indemnity. (a) The Each Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and any the other Loan Documents or in connection with the Loans made hereunder, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent, and, in connection with xxx such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the LenderAdministrative Agent or any Lender and all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Each Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Issuing Bank, each Lender and its each of their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all actual losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) The provisions of this Section 11.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Issuing Bank or any Lender. All amounts due under this Section 4.4 11.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation extent incurred with the reasonable prior approval of the Borrower and execution ofthe reasonable fees, disbursements and any amendment, supplement charges for no more than one counsel in each jurisdiction where Collateral is located) or modification to, in connection with the administration of this Agreement and any other documents prepared in connection herewith amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and any such the other documentsLoan Documents, includingin connection with the Loans made or the Letters of Credit issued hereunder, without limitationincluding the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees fees, charges and disbursements of one local counsel to the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementper jurisdiction). (b) The Borrower agrees to indemnify the Administrative Agent, the Joint Lead Arrangers, each Issuing Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , 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 final, non-appealable judgment of a court of competent jurisdiction to have resulted solely by reason of the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property, 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 or any of its Related Parties. The Borrower shall not be liable for any settlement of any proceeding referred to in this Section 9.05 effected without the Borrower’s written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the Borrower shall indemnify the Indemnitees from and against any loss or liability by reason of such settlement or judgment, subject to the Borrower’s right in this Section 9.05 to claim an exemption from such indemnity obligations. The Borrower shall not, without the prior written consent of any Indemnitee. , effect any settlement of any pending or threatened proceeding in respect of which such Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee unless such settlement (ci) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnitee. None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrower or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any consequential 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 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 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Each Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under 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 Cravath, Swaine & Xxxxx, counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the LenderAdministrative Agent or any Lender and all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Each Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Issuing Bank, each Lender and its each of their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "IndemniteeINDEMNITEE") against, and to hold each Indemnitee harmless from, any and all actual losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document (as defined in this Agreement as in effect at any time prior to, on or after the date hereof; and as any such Loan Document shall have been in effect at any time prior to, on or after the date hereof) or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans (including Loans made prior to the date hereof) or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) 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 Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Issuing Bank or any Lender. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arranger and their respective Affiliates in connection with the arrangement and syndication of the credit facility established hereby, the preparation, execution and delivery of this Agreement and the other Loan Documents, or incurred by the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated and except for such costs and expenses incurred in connection with after the preparation and execution oftermination of this Agreement), and or incurred by the Administrative Agent or any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement Agreement, the other Loan Documents or the Loans made hereunder, including the reasonable and invoiced fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender (it being agreed that, notwithstanding anything to the Lendercontrary contained herein, the Borrower shall be responsible for the fees, charges and disbursements of one counsel in each relevant jurisdiction unless, in the good faith judgment of the Administrative Agent, additional counsel shall be required as a result of any conflict of interests). The Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments Taxes that arise from or charges made by any Governmental Authority by reason of are connected to the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Borrower agrees to indemnify the Lender Administrative Agent (and its directorsany sub-agent thereof), officerseach Lender, partners, employees, agents the Arranger and Affiliates each Related Party of any of the foregoing (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all claims, liabilities, losses, damages, losses, costs, charges costs and expenses (including fees reasonable and expenses invoiced counsel fees, charges and disbursements of counsel) one counsel selected by the Administrative Agent for all the Indemnitees, such local counsel as the Administrative Agent may in good xxxxx xxxx advisable and, in the event the Administrative Agent shall have determined that a conflict of interest makes it inadvisable for a single counsel to represent all the Indemnitees, such additional counsel as may be required by reason of such conflict), incurred by or asserted against any Indemnitee arising out of, of or in any way connected with, or as a result of connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossesclaim (whether brought by a Lender or any other Person), claimsliability, damagesloss, liabilities damage, cost or related expenses are expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeIndemnitee or (y) disputes solely among Indemnitees that did not arise out of any act or omission of the Borrower or its Affiliates; it being understood that, notwithstanding the foregoing but solely to the extent such indemnification would not be denied pursuant to clause (x) of this proviso, clause (y) of this proviso shall not limit the Borrower’s indemnification obligations with respect to any Indemnitee acting in its capacity as Administrative Agent or Arranger. Each of the parties hereto also agrees not to assert any claim for special, indirect, consequential or punitive damages against any Loan Party, the Administrative Agent, any Arranger, any Lender or any Related Party of any of the foregoing on any theory of liability, arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of proceeds of the Loans; provided that the foregoing shall not limit the Loan Parties’ indemnification obligations set forth above to the extent the relevant special, indirect, consequential, or punitive damages are included in any third party claim in connection with which the relevant Indemnitee is entitled to indemnification hereunder. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs 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 the preparation Administrative Agent, the Arranger and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution ofand delivery, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications, enforcement costs or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and therebyshall be consummated), including, without limitationor incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Arranger or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, including the reasonable fees fees, charges and disbursements of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Administrative Agent and the Collateral Agent (and one local counsel in each foreign jurisdiction where the Administrative Agent deems such local counsel advisable and any additional counsel to the Lender. The Borrower also agrees to indemnify Lenders required in the Lender against event of a conflict of interest), and, in connection with any transfer taxessuch enforcement or protection, documentary taxesthe fees, assessments charges and disbursements of any consultants and advisors in connection with any out-of-court workout or charges made by in any Governmental Authority by reason of the execution and delivery of this Agreementbankruptcy case. (b) The Borrower agrees Except to the extent otherwise limited in accordance with applicable Requirements of Law as described in Annex III attached hereto, the Loan Parties agree, jointly and severally, to indemnify the Lender Agents, the Arranger, each Lender, and its the Issuing Bank, each Affiliate of any of the foregoing persons, and each of their respective directors, officers, partnerstrustees, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution any actual or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the proposed use of the proceeds of the Loans or issuances of Letters of Credit; (iiiii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; or (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, under or from any property owned, leased or operated by any Company, or any Environmental Claim related in any way to any Company; provided that 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 bad faith, gross negligence or willful misconduct of such Indemnitee. (c) The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agents, the Arranger, the Issuing Bank or any Lender. All amounts due under this Section 4.4 11.03 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (d) To the extent that the Loan Parties fail to pay any amount required to be paid by it to the Agents, the Arranger or the Issuing Bank under Section 11.03(a) or (b), each Lender severally agrees to pay to the Agents, the Arranger or the Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any of the Agents, the Arranger or the Issuing Bank 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 total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

Expenses; Indemnity. (a) The Borrower agrees: (i) Parent agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or the administration of this Agreement and by the Initial Lenders in connection herewith or therewith, with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the consummation reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of White & Case LLP, counsel for the Administration Agent and the Joint Lead Arrangers and Stibbe, special Dutch counsel to the Administrative Agent and the Joint Lead Arrangers, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Lender. The Borrower also agrees to indemnify Agents, the Lender against Joint Lead Arrangers, any transfer taxes, documentary taxes, assessments Issuing Bank or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementall Lenders (but no more than one such counsel for all Lenders). (b) The Borrower Parent agrees to indemnify the Agents, the Joint Lead Arrangers, each Issuing Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or willful misconduct (as determined in a final and non-appealable judgement of a court of competent jurisdiction) of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, Parent agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, 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 Holdings, Parent or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Mortgaged Property or any property owned, leased or operated by any predecessor of Holdings, Parent or any of their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Agent, any Issuing Bank or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Unless an Event of Default shall have occurred and be continuing, Parent shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case Parent shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding Parent’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and Parent shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by Parent to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both Parent and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to Parent (in which case Parent shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) Parent shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) Parent shall authorize in writing such Indemnitee to employ separate counsel at Parent’s expense. Parent will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without Parent’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. (d) 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 Taxes.

Expenses; Indemnity. (a) The Borrower agrees: Borrowers and Holdings agree, jointly and severally, to pay (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and (solely with respect to the reimbursement of reasonable out-of-pocket legal expenses) the Lenders, in connection with the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Credit Documents, in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and therebyshall be consummated) or in connection with the Restructuring Event, includinglimited, without limitationin the case of legal expenses, to the reasonable fees and documented fees, charges and disbursements of Brown Xxxxxx & Wood Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent and Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP, counsel for the Lenders (and, if necessary, by a firm of local counsel in each appropriate jurisdiction and in the case of an actual conflict of interest, one additional firm of counsel to the Lender; affected Lenders), and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Credit Documents or in connection with the Loans made hereunder, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the Administrative Agent, the Collateral Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees Borrowers and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Credit Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Credit Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrowers or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the willful misconduct, bad faith or gross negligence or willful misconduct of such IndemniteeIndemnitee or any proceeding not involving an act or omission by the Borrowers or its affiliates that is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against the Administrative Agent in its capacity as such or the Collateral Agent in its capacity as such). (c) To the extent that Holdings and the Borrowers fail 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 9.05, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of outstanding Loans (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, neither Holdings nor the Borrowers shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any Loan or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Credit 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 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: agrees to pay (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Arrangers, the Administrative Agent and the Collateral Agent, in connection with the syndication of the Credit Facility and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitation, shall be consummated) including the reasonable fees and documented fees, charges and disbursements of Brown Xxxxxx & Wood Xxxxxxx LLP, counsel for the Administrative Agent and the Collateral Agent (and, if necessary, by a firm of local counsel in each appropriate jurisdiction and in the case of an actual conflict of interest, one additional firm of counsel to the Lender; affected Lenders) and (ii) to pay all out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of counsel) incurred by the Arrangers, the Administrative Agent, the Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the Administrative Agent, the Collateral Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Arrangers, the Administrative Agent, the Collateral Agent, each Lender and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Credit Facility), (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates) or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available (a) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of such IndemniteeIndemnitee and (b) to the extent arising from a proceeding not involving an act or omission by the Borrower or its Affiliates that is brought by an Indemnitee against any other Indemnitee (other than disputes involving claims against an Agent or an Arranger in its capacity as such). (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Collateral Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of outstanding Loans (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any Loan or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the 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 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) Borrowers, jointly and severally, agree to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses reasonably incurred by the Lenders and expenses incurred the Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to Agent an the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Lenders in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or the Note issued hereunder, including, without limitationbut not limited to, all appraisal fees (equipment or otherwise), filing fees and search fees, the reasonable fees fees, charges and disbursements of Lathrop & Gage L.C., counsel to for the LenderAgent, and, in connection wxxx xxx suxx xxxxxxent, modification or waiver or any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Agent or the Lenders. The Borrower also Borrowers, jointly and severally, further agrees to that it shall indemnify the Lender Agent and the Lenders from and hold it harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery Loans or this Agreement or any of this Agreementthe other Loan Documents. other than taxes on the income of the Agent or any Lender. (b) The Borrower agrees Borrowers, jointly and severally, agree to indemnify the Agent and each Lender and its their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the making of any Loans or the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (each and "Indemnified Claims"); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee and (ii) have not, in whole or in part, arisen out of or resulted from any act, or omission to act, of any Borrower or any of their Affiliates. (c) The provisions of this Section 13.6 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Agent or any Lender. All amounts due under this Section 4.4 13.6 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) Borrowers agree to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation extent incurred with the reasonable prior approval of the Borrowers and execution ofthe reasonable fees, disbursements and any amendment, supplement the charges for no more than one counsel in each jurisdiction where Collateral is located) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Sidley Austin LLP, counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to (including the reasonable and documented allocated costs of internal counsel for the Administrative Agent, the Issuing Bank or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees Borrowers agree to indemnify the Administrative Agent, the Issuing Bank, each Lender and its directors, officers, partners, employees, agents and Affiliates each of their respective Related Parties (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , 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. Subject to and without limiting the generality of the foregoing sentence, the Borrowers agree to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 Company or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials, regardless of when occurring, at, under, on or from any Property, any property owned, leased or operated by any predecessor of the Company or any of its Subsidiaries, or any property at which the Company or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any Borrower’s failure to pay any such amount shall not relieve any Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. (d) To the extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts due under this Section 4.4 shall be payable in immediately available funds upon not later than fifteen (15) days after written demand therefor. (f) This Section 9.05 shall not apply to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Expenses; Indemnity. (a) The Borrower agrees: Irrespective of whether the Commitments are terminated, to the extent not otherwise reimbursed, each Loan Party agrees to pay (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses reasonably incurred by the Issuing Lender, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel and actuarial advisors for the Issuing Lender and the Administrative Agent in connection with the preparation preparation, negotiation, execution and execution ofdelivery, Issuance and administration of the Transaction Documents and any amendmentamendments, supplement modifications or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation waivers of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; provisions thereof and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with or incident to any Event of Default or the exercise or the enforcement or preservation of any rights under its rights, remedies and interests in connection with this Agreement and any such the other documentsTransaction Documents, includingincluding the inspection of the Loan Parties’ books, without limitationrecords and documents upon the occurrence of a Default or an Event of Default. In addition, the reasonable Loan Parties agree to pay any fees and disbursements of counsel to associated with the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason ratings of the execution and delivery of this AgreementBorrower. (b) The Irrespective of whether the Commitments are terminated, each of the Borrower agrees and the Parent agree to indemnify the Administrative Agent, the Issuing Lender and its directors, officers, partners, employees, agents each other Lender and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding the reasonable fees, charges and expenses (including fees and expenses disbursements of counsel) any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution any actual or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any prospective claim, litigation, investigation or proceeding relating to any (i) the execution or delivery of the foregoingTransaction Documents or the performance by the Borrower, the Parent, LNC and their respective Affiliates of their respective obligations thereunder, including in connection with or incident to a Default or an Event of Default, or (ii) the Letter of Credit or any LOC Disbursement regardless of whether or not any Indemnitee is a party theretothereto but excluding any actual or prospective claim, litigation, investigation, or proceeding solely among the Lenders; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as determined in a final, non-appealable judgment by a court of competent jurisdiction. (c) All amounts due under To the extent permitted by applicable Law, neither the Borrower nor the Parent shall assert, and each of the Borrower and the Parent 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 Transaction Document or any agreement or instrument contemplated thereby, the Transactions, the Letter of Credit or the use of the proceeds thereof. The agreements of the An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Borrower and the Parent in this Section 4.4 8.03 shall be survive the payment of all Reimbursement Obligations and all other amounts payable in immediately available funds upon written demand thereforhereunder and the termination of this Agreement.

Expenses; Indemnity. (a) The Each Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents or with any other documents prepared amendments, modifications, waivers, extensions, renewals, renegotiations or "workouts" of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Agent or any of the Lenders in connection herewith with the enforcement or therewith, and the consummation protection of its rights in connection with this Agreement or any of the transactions contemplated hereby and therebyother Loan Documents or with the Loans made or the Notes or Letters of Credit issued hereunder, includingor in connection with any pending or threatened action, without limitationproceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of Brown & Wood LLPcounsel for the Agent and ongoing field examination expenses and charges, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred and, in connection with the such enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitationprotection, the reasonable fees and disbursements of counsel to for the LenderLenders. The Borrower also further indemnifies the Lenders from and agrees to indemnify the Lender hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this AgreementAgreement or the Notes. (b) The Each Borrower agrees to indemnify indemnifies the Agent and each Lender and its their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and agrees to hold the Agent, each Indemnitee Lender and each such person harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against the Lender or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the execution or delivery use of this Agreement or any agreement or instrument contemplated by of the proceeds of the Loans, (ii) this Agreement, the Guarantees, any of the Security Documents or the other documents contemplated hereby or thereby, (iii) the performance by the parties hereto and thereto of their respective obligations under this Agreement or hereunder and thereunder (including but not limited to the making of the Total Commitment) and consummation of the transactions contemplated hereby and the other transactions contemplated by this Agreementthereby, (iiiv) the use breach of the proceeds of the Loans any representation or warranty, or (iiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not the Agent, any Indemnitee Lender or any such person is a party thereto; provided provided, however, that such indemnity shall not, as to the Agent or any IndemniteeLender, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent that they result from the gross negligence or willful misconduct of such Indemniteethe Agent or any Lender. (c) Each Borrower indemnifies, and agrees to defend and hold harmless the Agent and the Lenders and their respective officers, directors, shareholders, agents and employees (collectively, the "Indemnitees") from and against any loss, cost, damage, liability, lien, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees and reasonable expenses for investigation, removal, cleanup and remedial costs and modification costs incurred to permit, continue or resume normal operations of any property or assets or business of the Borrowers or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law and to remove any Lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. (d) The provisions of this Section 11.04 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or the Notes, or any investigation made by or on behalf of the Agent or any Lender. All amounts due under this Section 4.4 11.04 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, including, without limitation, the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and its Affiliates (and, to the extent necessary, one additional local counsel in any relevant jurisdiction), in connection with entering into this Agreement and the other Credit Documents and in connection with any amendments, modifications or waivers of the provisions thereof (whether or not the transactions hereby contemplated are consummated), and all reasonable out-of-pocket expenses, including, without limitation, the reasonable fees, charges and disbursements of counsel, incurred by the Administrative Agent, the Swingline Lender, any LC Bank or any Lender in connection with the enforcement or protection of their rights in connection with the Credit Documents or in connection with the Extensions of Credit made hereunder. (b) The Borrower agrees to indemnify each Lender against any actual loss, calculated in accordance with the next sentence that such Lender may incur as a consequence of (i) any failure by the Borrower to pay borrow or reimburse to Convert any Eurodollar 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 or prepayment of a Eurodollar Advance by the Borrower made or deemed made on a date other than the last day of the Interest Period, if any, applicable thereto, including as a result of an Event of Default, (iii) any default in payment or prepayment of the principal amount of any Eurodollar Advance or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity or otherwise), or (iv) any assignment of a Eurodollar Advance made at the request of the Borrower pursuant to Section 2.18 on a date other than the last day of the Interest Period applicable thereto, including, in each such case, any loss or reasonable expense incurred or to be 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. 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, not borrowed or Converted or assigned (assumed to be the Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment, failure to borrow or Convert or assignment 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 at the Eurodollar Rate for the relevant remaining interest period (as reasonably determined by such Lender) that would be realized by such Lender in re-employing the funds so paid, prepaid, not borrowed or Converted or assigned for such period or Interest Period, as the case may be, but excluding any anticipated profit. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) The Borrower agrees to indemnify the Administrative Agent, the Swingline Lender, the XX Xxxxx, each Lender, each of their Affiliates (including, in the case of Bank of America, Banc of America Securities LLC) and the directors, officers, employees, advisors, attorneys-in-fact and agents of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related reasonable out-of-pocket costs and expenses expenses, including reasonable counsel fees and expenses, incurred in connection with the preparation and execution of, and by any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and Indemnitee arising out of (i) the consummation of the transactions contemplated hereby and therebyby this Agreement, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred in connection with the enforcement or preservation use of the proceeds of the Extensions of Credit, (iii) any rights under this Agreement 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. , (biv) The the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower agrees to indemnify the Lender and or any of its directors, officers, partners, employees, agents and Affiliates or (for purposes of this paragraph, each, an "Indemnitee"B) against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against on behalf of the Borrower or any Indemnitee arising out of, of its Affiliates at any time and in any way connected withplace, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iiiv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided, further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee named in such settlement as set forth below (such consent not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 9.05(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. (cd) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the termination of the Commitments, the repayment of any of the 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 4.4 shall be payable in immediately available funds upon on written demand therefor. (e) Ten Business Days prior to the date on which any amount or amounts due under this Section are payable in accordance with a demand from a Lender or the Administrative Agent for such amount or amounts, such Lender or the Administrative Agent will cause to be delivered to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth any amount or amounts that such person is entitled to receive pursuant to subsection (b) of this Section and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined. (f) To the extent permitted by applicable law, none of the parties hereto shall assert, and each hereby waives, any claim against any Indemnitee or any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any other Credit Document, the transactions contemplated herein or therein, any Extension of Credit or the use of proceeds thereof.

Expenses; Indemnity. (a) The Canadian Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers and their affiliates in connection herewith or therewith, with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the consummation reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby shall be consummated) or incurred by the Agents and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Caxxxx Xxxxxx & Rexxxxx xlp, counsel for the Administrative Agent, and Osler, Hoxxxx & Harcourt LLP, special Canadian counsel to the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of one other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Lender. The Borrower also agrees to indemnify the Lender against Agents, any transfer taxes, documentary taxes, assessments L/C Issuer or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementall Lenders (but no more than one such counsel for all Lenders). (b) The Each Borrower agrees to indemnify the Agents, each L/C Issuer, each Lender and its each of their respective affiliates, directors, trustees, officers, partners, employees, advisors and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (ii) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby and (iii) the use of the proceeds of the Loans or the use of any Letter of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) result from the gross negligence, willful misconduct, bad faith or material breach of its obligations under the terms of this Agreement or any other Loan Document (as determined in a final and non-appealable judgment of a court of competent jurisdiction) of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any L/C Issuer, any Lender and any of their respective Related Parties as a single Indemnitee), (ii) do not result from any act or omission by any Borrower, its subsidiaries or any of their respective officers, directors, employees, agents, advisors or other representatives or (iii) result from any claim, litigation, investigation or proceeding that is brought by an Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the Administrative Agent or any Joint Lead Arranger in such capacity). Subject to and without limiting the generality of the foregoing sentence, each Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 Holdings or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Mortgaged Property or any property owned, leased or operated by any predecessor of Holdings or any of the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, willful misconduct, bad faith or willful misconduct material breach (as determined in a final and nonappealable judgment of a court of competent jurisdiction) of such Indemnitee. (c) Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Agent, any L/C Issuer or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case any Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding a Borrower’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and each Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by a Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both any Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to a Borrower (in which case a Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) either Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) a Borrower shall authorize in writing such Indemnitee to employ separate counsel at such Borrower’s expense. The Borrowers will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without such Borrower’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. (d) This Section 9.05 shall not apply to Taxes, other than (i) as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.18, or (ii) Taxes in respect of losses, claims, damages, liabilities and related expenses indemnifiable under Section 9.05(b) arising out of any non-Tax claim.

Expenses; Indemnity. (a) The Borrower agrees: (i) Loan Parties agree, jointly and severally, to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, each Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and therebyshall be consummated); provided that, including, without limitationexcept as otherwise may be agreed in the First Lien Intercreditor Agreement, the Loan Parties shall not be responsible for the reasonable fees fees, charges and disbursements of Brown & Wood LLP, more than one separate law firm (in addition to one local counsel to the Lender; and (ii) per relevant jurisdiction). The Loan Parties also agree to pay or reimburxx xxe Lxxxxr for all reasonable costs documented and out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder (including in connection with any restructuring or “work-out”, whether or not consummated), including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees and documented fees, charges and disbursements of any other counsel to for the Administrative Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees Loan Parties agree, jointly and severally, to indemnify the Lender Administrative Agent, each Lender, each Issuing Bank and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Credit Facilities) and any Borrowing hereunder, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates), or (iv) any Release or actual or alleged presence of Hazardous Materials on, at or under any property currently or formerly owned, leased or operated by Holdings or any Subsidiary or any Environmental Liability related in any way to Holdings or any Subsidiary; 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 (or settlement tantamount thereto) to have resulted from (i) the bad faith, gross negligence or willful misconduct of such IndemniteeIndemnitee or Related Party of such Indemnitee or (ii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that (x) did not arise out of any action or inaction on the part of Holdings or any of its Affiliates and (y) do not involve the Lead Arranger or an Agent in its capacity as such. This Section 9.05 shall not apply with respect to Taxes except as necessary to hold such Indemnitee harmless from any and all losses, claims, damages, liabilities and related expenses with respect to any non-Tax claim. (c) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section or under any other Loan Document, each Lender severally agrees to pay to the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought and, in the case of the Collateral Agent, subject to pro rata allocation with the holders of any Additional Senior Secured Indebtedness to the extent provided for in the First Lien Intercreditor Agreement) 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, such Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, none of Holdings and the Borrowers shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions and any Borrowing, Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents or with any other documents prepared amendments, modifications, waivers, extensions, renewals, renegotiations or "workouts" of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Lender in connection herewith with the enforcement or therewith, and the consummation protection of its rights in connection with this Agreement or any of the transactions contemplated hereby and therebyother Loan Documents or with the outstanding Credits made or the Promissory Note or Bankers' Acceptances issued hereunder, includingor in connection with any pending or threatened action, without limitationproceeding, or investigation relating to the enforcement or protection of its rights, including but not limited to the reasonable fees and disbursements of Brown & Wood LLPall counsel for the Lender and ongoing field examination expenses and charges, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred and, in connection with the such enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitationprotection, the reasonable fees and disbursements of counsel to for the Lender. The Borrower also further indemnifies the Lender from and agrees to indemnify hold the Lender harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this AgreementAgreement or the Promissory Note. (b) The Borrower agrees to indemnify indemnifies the Lender and its directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and agrees to hold the Lender and each Indemnitee such person harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding, charges without limitation, withholding or other taxes that may be imposed by Canada or the United States of America (or both) or any political subdivision thereof with respect to any payments made pursuant to this Agreement and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against the Lender or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoingproceedings, whether or not the Lender or any Indemnitee such person is a party thereto, relating to (i) the use of any of the proceeds of the Revolving Credit Loans, (ii) this Agreement, any of the other Loan Documents, Plan of Reorganization or the other documents contemplated hereby or thereby, (iii) the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including but not limited to the making of the Revolving Credit Commitment) and consummation of the transactions contemplated hereby and thereby or (iv) breach of any representation or warranty; provided provided, however, that such indemnity shall not, as to the Lender or such person, 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 nonappealable judgment to have resulted the extent that they result from the gross negligence or willful misconduct of the Lender or such Indemniteeperson. (c) The Borrower indemnifies, and agrees to defend and hold harmless the Lender and its officers, directors, shareholders, agents and employees (collectively, the "Indemnitees") from and against any loss, cost, damage, liability, lien, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees and reasonable expenses for investigation, removal, cleanup and remedial costs and modification costs incurred to permit, continue or resume normal operations of any property or assets or business of the Borrower or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law and to remove any Lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. (d) The provisions of this Section 10.04 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Revolving Credit Loans, the invalidity or unenforceability of any term or provision of this Agreement or the Promissory Note, or any investigation made by or on behalf of the Lender. All amounts due under this Section 4.4 10.04 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation and execution of, and any amendment, supplement extent incurred with the reasonable prior approval of the Borrower) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agent or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Merger and the other transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are result from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent or any Lender and its directors, trustees, officers and employees as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to the Borrower or any Subsidiary, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any of the Properties or on any property owned, leased or operated by any predecessor of the Borrower or any Subsidiary, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are, determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) Indemnitee or any of its directors, trustees, officers or employees. 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 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 or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or

Expenses; Indemnity. (a) The Borrower agrees: (i) Energy agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses (including reasonable fees, charges and expenses disbursements of one counsel, unless in the good faith opinion of the Agent or 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 the Agent in connection with the preparation preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof (but only if such amendments, modifications or waivers are requested by a Borrower) (whether or not the transactions hereby contemplated hereby are consummated), or incurred by the Agent or any Lender in connection with the enforcement of their rights in connection with this Agreement (including in respect of workouts and therebyrestructurings) or in connection with the Extensions of Credit made hereunder, including, without limitation, including the reasonable fees and disbursements of Brown & Wood LLPone counsel (unless in the good faith opinion of the Agent or such counsel, 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) for the Agent or, in the case of enforcement following an Event of Default, the Lenders. In addition to the Lender; and (ii) to foregoing, each Borrower for the account of which a Letter of Credit is issued shall pay or reimburxx xxe Lxxxxr reimburse the Fronting Bank that issued such Letter of Credit for all reasonable such reasonable, normal and customary costs and expenses as are incurred or charged by such Fronting Bank in connection with the enforcement issuing, negotiating, effecting payment under, amending or preservation otherwise administering such Letter of any rights under this Agreement 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 charges made by any Governmental Authority by reason of the execution and delivery of this AgreementCredit. (b) The Each Borrower agrees to indemnify the each Lender and each Fronting Bank against any loss, calculated in accordance with the next sentence, or reasonable expense that such Lender or such Fronting Bank may sustain or incur as a consequence of (i) any failure by such Borrower to borrow or to refinance, convert or continue any Loan hereunder (including as a result of such Borrower’s failure to fulfill any of the applicable conditions set forth in Article IV) after irrevocable notice of such borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.03, (ii) any payment, prepayment or conversion of a Eurodollar Loan of such Borrower, or assignment of a Eurodollar Loan of such 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, (iii) any default in payment or prepayment of the principal amount of any Outstanding Credit or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (iv) the occurrence of any Event of Default relating to such Borrower, 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, refinanced, 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 refinance, 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 refinanced for such period or Interest Period, as the case may be. (c) Delivery agrees to indemnify the Agent, the Fronting Banks, each Lender, each of their Affiliates and the directors, officers, partners, employees, employees and agents and Affiliates of the foregoing (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable fees and expenses of one counsel for all Indemnitees (unless in the good faith opinion of the Agent or 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 against any Indemnitee arising out of, of Delivery’s acts or omissions in any way connected with, or as a result of connection with (i) the execution or delivery preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans Extensions of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided , including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee. If and to the extent that the Indemnitees are not indemnified by Delivery pursuant to the preceding sentence, Energy agrees to indemnify the Indemnitees against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of the Borrower’s acts or omissions in connection with (i) the preparation, execution, delivery, enforcement, performance and administration of this Agreement, (ii) the use of the proceeds of the Extensions of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee. Notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a final judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) result from any litigation brought by such Indemnitee against the Borrowers or by any Borrower against such Indemnitee, in which a final, nonappealable judgment has been rendered against such Indemnitee; provided, further, that each 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 and 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. (cd) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the 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 Agent, any Lender or any Fronting Bank. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefor. (e) A certificate of any Lender, any Fronting Bank or the Agent setting forth any amount or amounts that such Lender, such Fronting Bank 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 appropriate Borrower and shall be conclusive absent manifest error.

Expenses; Indemnity. (a) The Borrower agrees: agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, including, without limitation, the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and its Affiliates (and, to the extent necessary, one additional local counsel in any relevant jurisdiction), in connection with entering into this Agreement and the other Credit Documents and in connection with any amendments, modifications or waivers of the provisions thereof (whether or not the transactions hereby contemplated are consummated), and all reasonable out-of-pocket expenses, including, without limitation, the reasonable fees, charges and disbursements of counsel, incurred by the Administrative Agent, the Swingline Lender, any LC Bank or any Lender in connection with the enforcement or protection of their rights in connection with the Credit Documents or in connection with the Extensions of Credit made hereunder. (b) The Borrower agrees to indemnify each Lender against any actual loss, calculated in accordance with the next sentence that such Lender may incur as a consequence of (i) any failure by the Borrower to pay borrow or reimburse to Convert any Eurodollar 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 or prepayment of a Eurodollar Advance by the Borrower made or deemed made on a date other than the last day of the Interest Period, if any, applicable thereto, including as a result of an Event of Default, (iii) any default in payment or prepayment of the principal amount of any Eurodollar Advance or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity or otherwise), or (iv) any assignment of a Eurodollar Advance made at the request of the Borrower pursuant to Section 2.19 on a date other than the last day of the Interest Period applicable thereto, including, in each such case, any loss or reasonable expense incurred or to be 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. 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, not borrowed or Converted or assigned (assumed to be the Eurodollar Rate applicable thereto) for the period from the date of such payment, prepayment, failure to borrow or Convert or assignment 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 at the Eurodollar Rate for the relevant remaining interest period (as reasonably determined by such Lender) that would be realized by such Lender in re-employing the funds so paid, prepaid, not borrowed or Converted or assigned for such period or Interest Period, as the case may be, but excluding any anticipated profit. (c) The Borrower agrees to indemnify the Administrative Agent, the Swingline Lender, the XX Xxxxx, each Lender, each of their Affiliates (including, in the case of Bank of America, Banc of America Securities LLC) and the directors, officers, employees, advisors, attorneys-in-fact and agents of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities and related reasonable out-of-pocket costs and expenses expenses, including reasonable counsel fees and expenses, incurred in connection with the preparation and execution of, and by any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and Indemnitee arising out of (i) the consummation of the transactions contemplated hereby and therebyby this Agreement, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred in connection with the enforcement or preservation use of the proceeds of the Extensions of Credit, (iii) any rights under this Agreement 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. , (biv) The the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower agrees to indemnify the Lender and or any of its directors, officers, partners, employees, agents and Affiliates or (for purposes of this paragraph, each, an "Indemnitee"B) against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against on behalf of the Borrower or any Indemnitee arising out of, of its Affiliates at any time and in any way connected withplace, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iiiv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided, further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee named in such settlement as set forth below (such consent not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 8.05(c) (whether or not any Indemnitee is an actual or potential party to such 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. (cd) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the termination of the Commitments, the repayment of any of the 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 4.4 shall be payable in immediately available funds upon on written demand therefor. (e) Ten Business Days prior to the date on which any amount or amounts due under this Section are payable in accordance with a demand from a Lender or the Administrative Agent for such amount or amounts, such Lender or the Administrative Agent will cause to be delivered to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth any amount or amounts that such person is entitled to receive pursuant to subsection (b) of this Section and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined. (f) To the extent permitted by applicable law, none of the parties hereto shall assert, and each hereby waives, any claim against any Indemnitee or any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any other Credit Document, the transactions contemplated herein or therein, any Extension of Credit or the use of proceeds thereof.

Expenses; Indemnity. (a) The Borrower agrees: (i) Viacom agrees to pay or reimburse the Lender for all reasonable legal and other out-of-pocket costs and expenses incurred by XX Xxxxxx, a division of Chase Securities Inc., in its capacity as a Joint Lead Arranger and in its capacity as Sole Bookrunner, and the Administrative Agent and their respective affiliates in connection with the preparation preparation, negotiation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof (whether or not the transactions hereby contemplated hereby and therebyshall be consummated) or incurred by any Agent, any Lender in connection with the enforcement or protection of the rights of the Agents, the Lenders under this Agreement or in connection with the Loans made hereunder, including, without limitation, the reasonable fees fees, charges and disbursements of Brown Xxxxxxx Xxxxxxx & Wood LLPXxxxxxxx (as set forth the in the Letter Agreement, dated as of February 2, 2001, between Xxxxxxx Xxxxxxx & Xxxxxxxx and Viacom), counsel to for XX Xxxxxx, a division of Chase Securities Inc., in its capacity as a Joint Lead Arranger and in its capacity as Sole Bookrunner, and the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Administrative Agent , and, in connection with the any such enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitationprotection, the reasonable fees fees, charges and disbursements of any other counsel to the for any Agent or Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower Viacom agrees to indemnify the and hold harmless each Agent, each Lender and its each of their respective directors, officers, partners, employees, affiliates and agents and Affiliates (for purposes of this paragraph, each, an "IndemniteeIndemnified Person") against, and to hold reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, liabilities, damages, losses, costs, charges and liabilities or other expenses (including fees and expenses "Losses") to which such Indemnified Person becomes subject insofar as such Losses arise out of counsel) incurred by or asserted against any Indemnitee arising out of, in any way connected with, relate to or as a result of from (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreementhereby (and any amendment hereto or thereto), the performance by the parties hereto or thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions and the other transactions contemplated by this Agreement, hereby or thereby or (ii) the use (or proposed use) of the proceeds of the Loans Loans, including, without limitation, Losses consisting of reasonable legal, settlement or (iii) other expenses incurred in connection with investigating, defending or participating in any claim, litigation, investigation or legal proceeding relating to any of the foregoing, foregoing (whether or not any Indemnitee such Indemnified Person is a party thereto); provided provided, that such indemnity shall not, as the foregoing will not apply to any Indemnitee, be available Losses to the extent that such losses, claims, damages, liabilities or related expenses they are determined found by a final decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnified Person. No Indemnified Person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems (provided, that the foregoing will not apply to any Losses to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such 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 unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Agent or Lender. All amounts due under this Section 4.4 9.5 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) Borrowers agree to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Bank in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents or with any other documents prepared amendments, modifications, waivers, extensions, renewals, renegotiations or "workouts" of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Bank in connection herewith with the enforcement or therewith, and the consummation protection of its rights in connection with this Agreement or any of the transactions contemplated hereby and therebyother Loan Documents or with the Revolving Credit Loans made or the Revolving Credit Note or Letters of Credit issued hereunder, includingor in connection with any pending or threatened action, without limitationproceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of Brown & Wood LLPcounsel for the Bank, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred and, in connection with the such enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitationprotection, the reasonable fees and disbursements of counsel to for the LenderBank. The Borrower also agrees to Borrowers further, jointly and severally, indemnify the Lender Bank from and agree to hold it harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this AgreementAgreement or the Revolving Credit Note. (b) The Borrower agrees to Borrowers, jointly and severally, indemnify the Lender Bank and its directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and agrees to hold the Bank, and each Indemnitee such person harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against the Bank or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the execution or delivery use of this Agreement or any agreement or instrument contemplated by of the proceeds of the Revolving Credit Loans, (ii) this Agreement, any of the Security Documents, or the other documents contemplated hereby or thereby, (iii) the performance by the parties thereto hereto of their respective obligations under this Agreement or hereunder (including but not limited to the making of the Commitment) and consummation of the transactions and the other transactions contemplated by this Agreementhereby (iv) breach of any representation or warranty, (ii) the use of the proceeds of the Loans or (iiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not the Bank or any Indemnitee such person is a party thereto; provided provided, however, that such indemnity shall not, as to the Bank, apply to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent that they result from the gross negligence or willful misconduct of such Indemniteethe Bank. (c) The Borrowers, jointly and severally, indemnify, and agree to defend and hold harmless the Bank and its officers, directors, shareholders, agents and employees (collectively, the "Indemnitees") from and against any loss, cost, damage, liability, lien, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees and reasonable expenses for investigation, removal, cleanup and remedial costs and modification costs incurred to permit, continue or resume normal operations of any property or assets or business of the Borrowers or any Subsidiary thereof) arising from a violation of, or failure to comply with any environmental law and to remove any Lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. (d) The provisions of this Section 10.04 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Revolving Credit Loans, the invalidity or unenforceability of any term or provision of this Agreement or the Revolving Credit Note, or any investigation made by or on behalf of the Bank or any bank. All amounts due under this Section 4.4 10.04 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: 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) incurred by Lender in connection with (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs preparation, negotiation, execution and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any the other documents prepared in connection herewith or therewith, Loan Documents and the consummation of the transactions contemplated hereby and therebythereby and all the costs of furnishing all opinions by counsel for Borrower (including any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Property or any portion thereof); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement (i) if Lender is acting upon a request of Borrower or in response to a notice relating to the Property, includingBorrower, without limitationany 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 and customary fees and expenses; (ii) otherwise, such fees and expenses shall be limited to reasonable, out of pocket fees and expenses. Notwithstanding the reasonable fees 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 Brown & Wood LLP, counsel to the Lender; and any kind or nature whatsoever (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitation, including the reasonable fees and disbursements of counsel to the Lender. The Borrower also agrees to indemnify the Lender against in connection with any transfer taxesinvestigative, documentary taxesadministrative or judicial proceeding commenced or threatened, assessments whether or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directorsnot an Indemnified Party shall be designated a party thereto), officersthat may be imposed on, partnersincurred by, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against any Indemnitee Indemnified Party in any manner relating to or arising out of, in any way connected with, or as a result of (i) the execution or delivery any breach by Borrower of this Agreement its obligations under, or any agreement or instrument contemplated material misrepresentation by this AgreementBorrower contained in, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this AgreementLoan Documents, or (ii) the use or intended use of the proceeds of the Loans or Loan (iii) collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any claim, litigation, investigation or proceeding relating obligation to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available Indemnified Party hereunder 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 Indemnified Liabilities arise from the gross negligence negligence, illegal acts, fraud or willful misconduct of such IndemniteeIndemnified 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) All amounts due under Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Section 4.4 Agreement or any other Loan Document and Lender shall be payable in immediately available funds upon written demand thereforentitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

Expenses; Indemnity. (a) The Each Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under 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 Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and, in connection wixx xxy such amendment, modification or waiver or any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the Administrative Agent or any Lender. The Each Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Each Borrower agrees to indemnify the Lender Administrative Agent, each Lender, any of their respective Affiliates that have made Loans as provided in Section 2.02(b) and its the respective directors, officers, partners, employees, employees and agents and Affiliates of the foregoing persons (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto or (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or its Subsidiaries, or any Environmental Liability related in any way to the Borrower or its subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: agrees to pay, promptly upon demand of the Agent, whether or not the transactions contemplated hereby are consummated, the following fees, disbursements, costs, expenses, taxes and charges: (i) to pay or reimburse the Lender extent specified in the Fee Letter, the reasonable fees and disbursements of counsel for all the Agent (including reasonable outfees and disbursement of outside counsel and reasonable allocated costs of in-of-pocket costs and expenses incurred house counsel) in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared in connection herewith or therewith, Loan Documents and the consummation of the transactions contemplated hereby and thereby, including, without limitation, (ii) the reasonable fees and disbursements of Brown & Wood LLPcounsel for the Agent (including reasonable fees and disbursement of outside counsel and reasonable allocated costs of in-house counsel) in connection with any amendment, counsel to the Lendersupplement or modification of this Agreement or of any other Loan Document, and any consent or waiver hereunder or thereunder (or any such instrument which is proposed but not executed and delivered); and (iiiii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred by the Agent in connection with due diligence or the syndication of the credit facilities contemplated hereby; and (iv) all recording and release taxes, all transfer taxes, all documentary, stamp, intangible and similar taxes, all filing and recording fees and taxes, and any other excise or property taxes, charges, or similar taxes imposed by the United States of America, the jurisdiction in which any Lender's applicable lending office is located or any political subdivision of any of the foregoing, at any time payable in respect of this Agreement or any other Loan Document, the incurrence of obligations hereunder and under the other Loan Documents, or any payment made hereunder or under any other Loan Document (collectively, the "Other Taxes"). The Borrower further agrees to pay, promptly upon demand by the Agent, all expenses incurred by the Agent, the Issuing Bank or any Lender in connection with the enforcement or preservation of any rights and remedies with respect to the Borrower, any of its Subsidiaries or SIMA hereunder or under this Agreement and any such other documentsLoan Document, includingincluding all costs of collection, without limitation, the all reasonable fees and disbursements of counsel to the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxesoutside counsel, documentary taxesall reasonable allocated costs of in-house counsel, assessments or charges made by any Governmental Authority by reason and all out-of-pocket expenses of the execution Agent, the Issuing Bank and delivery of this Agreementeach Lender. (b) The Borrower agrees to indemnify the Lender Agent, the Issuing Bank, each Lender, each Person, if any, controlling the Agent, the Issuing Bank or any Lender, and its each of their respective directors, officers, partners, employees, attorneys and agents and Affiliates (for purposes each of this paragraph, each, the foregoing herein called an "Indemnitee") against, and to hold each Indemnitee harmless from, from (i) any and all claimslosses, liabilities, damages, lossesclaims, costs, charges costs and expenses (including fees and expenses of counselcollectively, "Losses") suffered or incurred by or asserted against any such Indemnitee arising out of, resulting from or in any way manner connected with, or as a result of (i) the execution or execution, delivery and performance of this Agreement or any agreement other Loan Document, the making or instrument contemplated by maintenance of any Loans, the issuing, maintenance or participation in any Letter of Credit, or any transaction related to or consummated in connection with this Agreement, the performance by the parties thereto of their respective obligations under this Agreement Loans or the consummation Letters of Credit, including any Losses suffered or incurred by such Indemnitee arising out of or related to the transactions and the violation of, noncompliance with or liability under, any Environmental Laws or any orders, requirements or demands of Governmental Authorities related thereto, or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other transactions contemplated by this Agreement, (ii) the use action in respect of the proceeds of the Loans any commenced or (iii) any claim, threatened litigation, investigation administrative proceeding or proceeding investigation, under any Environmental Laws or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, other than Losses arising out of or relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; (ii) any and all Losses (including, without limitation, all reasonable fees and disbursements of counsel with whom any Indemnitee may consult in connection therewith and all expenses of litigation or preparation therefor) that any Indemnitee may incur or which may be asserted against any Indemnitee in connection with any litigation or investigation involving or relating to the Borrower, any of its Subsidiaries or any of its officers, directors, employees or agents, or any of its assets, other than Losses arising out of or relating to the gross negligence or willful misconduct of such Indemnitee; and (iii) (x) the full amount of any Other Taxes paid by the Agent, the Issuing Bank or any Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Other Taxes were correctly or legally asserted, which relate to this Agreement or any other Loan Document or the credit facilities provided hereunder. (c) All amounts due under The covenants contained in clauses (a) and (b) of this Section 4.4 9.2 shall be payable in immediately available funds upon written demand thereforaddition to any other obligations or liabilities of the Borrower to the Agent, the Issuing Bank and the Lenders hereunder, under any other Loan Document, or at common law or otherwise and shall survive the termination of the Commitments, the expiration of the Letters of Credit and the repayment of the Obligations.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the Lead Issuing Bank in connection 1005940296v112 with the syndication of the Facility and the preparation and administration of this Agreement and the other Loan Documents or in connection with the preparation and execution ofany amendments, and any amendment, supplement modifications or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and therebyshall be consummated); provided that it shall not be responsible for fees, including, without limitation, the reasonable fees charges and disbursements of Brown & Wood LLPmore than one counsel (in addition to one local counsel per relevant jurisdiction, and in the case of a conflict of interest, one additional counsel to the Lender; and (ii) per relevant jurisdiction for all similarly situated persons). The Borrower also agrees to pay or reimburxx xxe Lxxxxr for all reasonable costs and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, including the reasonable fees and documented fees, charges and disbursements of one counsel to (and, if necessary, of one local counsel in each relevant jurisdiction and in the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxescase of a conflict of interest, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementone additional counsel per relevant jurisdiction for all similarly situated persons). (b) The Borrower agrees to indemnify the Lender Administrative Agent, each Lender, theeach Issuing Bank and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable fees, charges and expenses disbursements of one counsel (including fees and, if necessary, of one local counsel in each relevant jurisdiction and expenses in the case of counsela conflict of interest, one additional counsel per relevant jurisdiction for all similarly situated persons) incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Facility), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates) or (iv) any actual or alleged presence or release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee. This Section 10.05(b) shall not apply with respect to Taxes. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or theany Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the applicable Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, 1005940296v112 damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the applicable Issuing Bank in its capacity as such. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Credit Exposure and unused Commitments 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 hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Lender or theany Issuing Bank. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) and Parent agree, jointly and severally, to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or Letters of Credit issued hereunder, includingincluding the fees, without limitation, the reasonable fees charges and disbursements of Cravath, Swaine & Mxxxx LLP, counsel to for the Lender. The Borrower also agrees to indemnify Administrative Agent and the Lender against Collateral Agent, and, in connection with any transfer taxessuch enforcement or protection, documentary taxesthe fees, assessments charges and disbursements of one counsel in each relevant jurisdiction (and any such additional counsel, if necessary, as a result of actual or charges made by any Governmental Authority by reason potential conflicts of interest) for the execution Administrative Agent, the Collateral Agent and delivery of this Agreementthe Lenders. (b) The Borrower agrees and Parent agree, jointly and severally, to indemnify the Lender Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing persons (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all actual losses, claims, damages, liabilities, damagespenalties and related reasonable out-of-pocket expenses, losses, costsincluding reasonable fees, charges and expenses disbursements of one counsel in each relevant jurisdiction (including fees and expenses any such additional counsel, if necessary, as a result of counselactual or potential conflicts of interest) for all Indemnitees, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities liabilities, penalties or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. (c) To the extent that Parent and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, neither Parent nor the Borrower nor any Indemnitee shall assert, and each hereby waives, any claim against any Indemnitee or Parent and the Borrower and each of their respective Affiliates, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand therefor.this

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for upon request all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation (including in connection with the negotiation of any restructuring or "work out" (whether or not consummated) of the Obligations) or protection of its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, including the reasonable fees fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel to for the Administrative Agent and the Collateral Agent and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender and its the Issuing Bank, each Affiliate of any of the foregoing persons and each of their respective directors, officers, partnersemployees, employeestrustees, investment advisors, agents and Affiliates controlling persons (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property owned, leased or operated by the Borrower or any of the Subsidiaries, or any Environmental Claim related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. In connection with any claim, litigation, investigation or proceeding referred to in the preceding sentence, the Indemnitees will endeavor to avoid duplication of effort and expense by employing common counsel (including special or local counsel, where required), which shall be nominated by the Administrative Agent (or, if the Administrative Agent shall not be a party or prospective party to such claim, litigation, investigation or proceeding, by the Lender party thereto with the largest credit exposure or potential credit exposure hereunder), it being understood that an Indemnitee will in any event be entitled to separate counsel (i) if such Indemnitee may have defenses available to it that are different from or potentially inconsistent with defenses that may be asserted by other Indemnitees, (ii) if the representation by a single counsel of such Indemnitee and other Indemnitees would otherwise be inappropriate due to actual or potential differences in the interests of the Indemnitees or (iii) if the Borrower shall agree to the retention of separate counsel. (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 expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The On and after the Initial Funding Date, the Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses (whether incurred prior to, on or after the Initial Funding Date) incurred by the Administrative Agent and the Arrangers, in connection with the syndication of the credit facilities provided for herein and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions contemplated hereby and thereby, including, without limitationprovisions hereof or thereof or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Arrangers or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Loan Documents or in connection with the Loans made hereunder, including in each case the reasonable fees, disbursements and other out-of-pocket charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, disbursements and disbursements other out of pocket charges of any counsel for the Administrative Agent, the Arrangers or any Lender (limited to not more than one counsel per jurisdiction as designated by the Lender. The Borrower also agrees to indemnify Administrative Agent (and, one additional counsel in each relevant jurisdiction in the Lender against any transfer taxes, documentary taxes, assessments case of an actual or charges made by any Governmental Authority by reason perceived conflict of interest among the execution and delivery of this AgreementLenders)). (b) The the Borrower agrees to indemnify the Administrative Agent, the Arrangers, each Lender and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related reasonable costs and out-of-pocket expenses, costsincluding reasonable counsel fees, charges disbursements and expenses (including fees and expenses of counsel) other out-of-pocket charges, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Loan Facility), (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party, the Target or any of their respective affiliates, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Restricted Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Restricted Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related costs and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful misconduct of such Indemnitee, (y) a material breach of the obligations of such Indemnitee under this Agreement, or (z) disputes between or among Indemnities that do not involve an act or omission by the Borrower; provided that the reimbursement of out-of-pocket expenses shall be subject to the provisions of clause (a) above. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Arrangers under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Arrangers, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Arrangers, 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 Loans or Interim Loan Commitments at the time (in each case, determined as if no Lender were a Defaulting Lender). (d) To the extent permitted by applicable law, neither the Borrower nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions or the other transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Interim Loan 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 Arrangers or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (f) For the avoidance of doubt, the foregoing Section 9.05 shall not apply to losses, claims, damages, liabilities or related costs and expenses in respect of Taxes which are expressly covered under Section 2.20.

Expenses; Indemnity. (a) The Borrower agrees: (i) Viacom agrees to pay or reimburse the Lender for all reasonable legal and other out-of-pocket costs and expenses incurred by X.X. Xxxxxx Securities LLC, in its capacity as a Joint Lead Arranger and in its capacity as a Joint Bookrunner, and by the Administrative Agent and their respective affiliates in connection with the preparation preparation, negotiation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof (whether or not the transactions hereby contemplated hereby and therebyshall be consummated) or incurred by any Agent, any Lender or any Issuing Lender in connection with the enforcement or protection of the rights of the Agents, the Lenders or the Issuing Lenders under this Agreement or in connection with the Loans made or the Letters of Credit issued hereunder, including, without limitation, the reasonable fees fees, charges and disbursements of Brown Cravath, Swaine & Wood Xxxxx LLP, counsel to for X.X. Xxxxxx Securities LLC, in its capacity as a Joint Lead Arranger and in its capacity as a Joint Bookrunner, and the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Administrative Agent, and, in connection with the any such enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitationprotection, the reasonable fees fees, charges and disbursements of any other counsel to the for any Agent, Lender or Issuing Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower Viacom agrees to indemnify the and hold harmless each Agent, each Lender, each Issuing Lender and its each of their respective directors, officers, partners, employees, affiliates and agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee"“Indemnified Person”) against, and to hold reimburse each Indemnitee harmless fromIndemnified Person, upon its demand, for, any and all losses, claims, liabilities, damages, losses, costs, charges and liabilities or other expenses (including fees and expenses “Losses”), to which such Indemnified Person becomes subject insofar as such Losses arise out of counsel) incurred by or asserted against any Indemnitee arising out of, in any way connected with, relate to or as a result of from (i) the execution or delivery of this Agreement Agreement, any Letter of Credit or any agreement or instrument contemplated by this Agreementhereby (and any amendment hereto or thereto), the performance by the parties hereto or thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions and the other transactions contemplated by this Agreement, hereby or thereby or (ii) the use (or proposed use) of the proceeds of the Loans or (iii) 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 claim, litigation, investigation or legal proceeding relating to any of the foregoing, foregoing (whether or not any Indemnitee such Indemnified Person is a party thereto); provided provided, that such indemnity shall not, as the foregoing will not apply to any Indemnitee, be available Losses to which an Indemnified Person becomes subject to the extent that such losses, claims, damages, liabilities or related expenses they are determined found by a final decision of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnified Person. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (provided, that the foregoing will not apply to any Losses to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such 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 unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of any Agent or Lender. All amounts due under this Section 4.4 9.5 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: Irrespective of whether the Commitments are terminated, to the extent not otherwise reimbursed, each Loan Party agrees to pay (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses reasonably incurred by the Issuing Lender, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel and actuarial advisors for the Issuing Lender and the Administrative Agent in connection with the preparation preparation, negotiation, execution and execution ofdelivery, Issuance and administration of the Transaction Documents and any amendmentamendments, supplement modifications or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation waivers of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; provisions thereof and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with or incident to any Event of Default or the exercise or the enforcement or preservation of any rights under its rights, remedies and interests in connection with this Agreement and any such the other documentsTransaction Documents, includingincluding the inspection of the Loan Parties’ books, without limitationrecords and documents upon the occurrence of a Default or an Event of Default. In addition, the reasonable Loan Parties agree to pay any fees and disbursements of counsel to associated with the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason ratings of the execution and delivery of this AgreementBorrower. (b) The Irrespective of whether the Commitments are terminated, each of the Borrower agrees and the Parent agree to indemnify the Administrative Agent, the Issuing Lender and its directors, officers, partners, employees, agents each other Lender and Affiliates each Related Party of any of the foregoing Persons (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding the reasonable fees, charges and expenses (including fees and expenses disbursements of counsel) any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected connection with, or as a result of (i) the execution any actual or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any prospective claim, litigation, investigation or proceeding relating to any (i) the execution or delivery of the foregoingTransaction Documents or the performance by the Borrower, the Parent, LNC and their respective Affiliates of their respective obligations thereunder, including in connection with or incident to a Default or an Event of Default, or (ii) the Letter of Credit or any LOC Disbursement regardless of whether or not any Indemnitee is a party theretothereto but excluding any actual or prospective claim, litigation, investigation, or proceeding solely among the Lenders; provided provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee as determined in a final, non-appealable judgment by a court of competent jurisdiction. An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. (c) All amounts due under To the extent permitted by applicable Law, neither the Borrower nor the Parent shall assert, and each of the Borrower and the Parent 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 Transaction Document or any agreement or instrument contemplated thereby, the Transactions, the Letter of Credit or the use of the proceeds thereof. The agreements of the Borrower and the Parent in this Section 4.4 8.03 shall be survive the payment of all Reimbursement Obligations and all other amounts payable in immediately available funds upon written demand thereforhereunder and the termination of this Agreement.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses incurred by the Agents in connection with the preparation of this Agreement and the other Second-Lien Loan Documents, or by the Agents in connection with the syndication of the Second-Lien Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation and execution of, and any amendment, supplement extent incurred with the reasonable prior approval of the Borrower) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Second-Lien Loan Documents or in connection with the Second-Lien Loans made hereunder, including the reasonable fees, charges and disbursements of White & Case LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Agents or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Agents, each Lender and its each of their respective directors, trustees, officers, partners, employees, affiliates and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Second-Lien Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transaction and the other transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Second-Lien Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct (as determined in a final and non-appealable judgment of a court of competent jurisdiction) of such Indemnitee (treating, for this purpose only, any Agent or any Lender and its directors, trustees, officers, affiliates and employees as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of Holdings, the Borrower or any of their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Indemnitee or any of its directors, trustees, officers or employees. 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 invalidity or unenforceability of any term or provision of this Agreement or any other Second-Lien Loan Document, or any investigation made by or on behalf of any Agent or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or

Expenses; Indemnity. (a) The Borrower agrees: (i) and Holdings agree, jointly and severally, to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, including the reasonable fees fees, charges and disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of not more than one counsel for the Administrative Agent, the Collateral Agent and the Lenders (unless any such person asserts in good faith that the nature of its claims requires it to the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made be represented by any Governmental Authority by reason of the execution and delivery of this Agreementseparate counsel). (b) The Borrower agrees and Holdings agree, jointly and severally, to indemnify the Lender Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and its directors, officers, partners, employees, agents and Affiliates each Related Party of any of the foregoing persons involved in the Transactions (for purposes of this paragraph, each, each such person being called an "IndemniteeINDEMNITEE") against, and to hold each Indemnitee harmless from, any and all actual losses, claims, liabilities, damages, lossesliabilities and related reasonable out-of-pocket expenses, costsincluding the reasonable fees, charges and expenses disbursements of not more than one counsel in each relevant jurisdiction (including fees and expenses unless any Indemnitee asserts in good faith that the nature of its claims requires it to be represented by separate counsel) ), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of such any Indemnitee. (c) To the extent that Holdings and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent or the Issuing Bank, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent or the Issuing Bank in its capacity as such. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, no party hereto shall assert, and each hereby waives, any claim against any Indemnitee, the Borrower or Holdings, as applicable, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses (including but not limited to expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) incurred by the preparation Administrative Agent, the Collateral Agent and execution ofthe Issuing Bank in connection with the syndication of the credit facilities provided for herein and the preparation, execution, delivery and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments (or therewithproposals thereof), and the consummation modifications (or proposals thereof), enforcement costs, documentary taxes or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated hereby and thereby, including, without limitationshall be consummated). The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement and the other Loan Documents or in connection with the Revolving Loans made or Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the Administrative Agent, the Collateral Agent or any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender and its the Issuing Bank, each Affiliate of any of the foregoing persons and each of their respective directors, officers, partnerstrustees, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, all reasonable out-of-pocket costs and any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution any actual or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the proposed use of the proceeds of the Revolving Loans or issuance of Letters of Credit, (iiiii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iii) any actual or alleged presence or Release of Hazardous Materials on any Real Property owned, leased or operated by the Borrower or any Subsidiary, or any Environmental Claim related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, 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) 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 Revolving Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

Expenses; Indemnity. (a) The Canadian Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers and their affiliates in connection herewith or therewith, with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the consummation reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Agents xxxxx any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Administrative Agent, and Osler, Xxxxxx & Harcourt LLP, special Canadian counsel to the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of anyone other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Lender. The Borrower also agrees to indemnify the Lender against Agents, any transfer taxes, documentary taxes, assessments L/C Issuer or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementall Lenders (but no more than one such counsel for all Lenders). (b) The Each Borrower agrees to indemnify the Agents, each L/C Issuer, each Lender and its each of their respective affiliates, directors, trustees, officers, partners, employees, advisors and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (ii) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (iiii and (iii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) result primarily from the gross negligence, willful misconduct, bad faith or material breach of its obligations under the terms of this Agreement or any other Loan Document (as determined in a final and non-appealable judgment of a court of competent jurisdiction) of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any L/C Issuer, any Lender and any of their respective Related Parties as a single Indemnitee), (ii) do not result from any act or omission by any Borrower, its subsidiaries or any of their respective officers, directors, employees, agents, advisors or other representatives, or (iii) result from any claim, litigation, investigation or proceeding that is brought by an Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the Administrative Agent or any Joint Lead Arranger in such capacity). Subject to and without limiting the generality of the foregoing sentence, each Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 Holdings or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Mortgaged Property or any property owned, leased or operated by any predecessor of Holdings or any of the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, willful misconduct, bad faith or willful misconduct material breach (as determined in a final and nonappealable judgment of a court of competent jurisdiction) of such Indemnitee. (c) Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Agent, any L/C Issuer or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Unless an Event of Default shall have occurred and be continuing, each Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case any Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding a Borrower’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and each Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by a Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both any Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to a Borrower (in which case a Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) either Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) a Borrower shall authorize in writing such Indemnitee to employ separate counsel at such Borrower’s expense. The Borrowers will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without such Borrower’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. (d) ExceptThis Section 9.05 shall not apply to Taxes, other than (i) as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.18, this Section 9.05 shall not apply to Taxesor (ii) Taxes in respect of losses, claims, damages, liabilities and related expenses indemnifiable under Section 9.05(b) arising out of any non-Tax claim.

Expenses; Indemnity. (a) The Domestic Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses (including Other Taxes) incurred by the Agents in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation extent incurred with the reasonable prior approval of the Domestic Borrower and execution ofthe reasonable fees, disbursements and any amendment, supplement the charges for no more than one counsel in each jurisdiction where Collateral is located) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Shearman & Sterling LLP, counsel for the Agents and the Joint Lead Arrangers, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel) (including the reasonable and documented allocated costs of internal counsel to for the Agents, the Joint Lead Arrangers, any Issuing Bank or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement)). (b) The Domestic Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, each Issuing Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, investment advisors and agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted result primarily from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee. ). Subject to and without limiting the generality of the foregoing sentence, the Domestic Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (cA) any Environmental Claim related in any way to Holdings, any Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property, any property owned, leased or operated by any predecessor of Holdings, any Borrower or any of their Subsidiaries, or any property at which Holdings, any Borrower or any of their Subsidiaries has sent Hazardous Wastes for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 Agent, any Issuing Bank or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Unless an Event of Default shall have occurred and be continuing, the Domestic Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of their choice at its expense (in which case the Domestic Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Domestic Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Domestic Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Domestic Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both a Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrowers (in which case the Domestic Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Domestic Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the Domestic Borrower shall authorize in writing such Indemnitee to employ separate counsel at the Domestic Borrower's expense. The Domestic Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Domestic Borrower's consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee. (d) 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 Taxes.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees: (i) to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses of the 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 out-of-pocket syndication and due diligence expenses incurred and reasonable fees and disbursements of counsel for the Agent (provided, however, that the Agent agrees that the obligation of the Borrower to pay such out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Agent in connection with the preparation preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and the other Loan Documents will not exceed $35,000 in syndication expenses and counsel fees plus actual out-of-pocket expenses incurred by the Agent's counsel), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agent or the Lenders relating to this Agreement or any other documents prepared Loan Document, including without limitation reasonable fees and disbursements of counsel for the Agent and (iii) the administration and enforcement of any rights and remedies of the Agent and the Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, which expenses shall include without limitation, limitation the reasonable fees and disbursements of Brown & Wood LLPsuch Persons, counsel to the Lender; and (iib) to pay or reimburxx xxe Lxxxxr for all reasonable defend, indemnify and hold harmless the Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses incurred expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the enforcement Agent or preservation of any rights under this Agreement Lender is a party thereto) and any such other documentsthe prosecution and defense thereof, 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against any Indemnitee arising out of, of or in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by with this Agreement, the performance by the parties thereto of their respective obligations under this Agreement any other Loan Document or the consummation of the transactions Loans, including without limitation reasonable attorneys' and the other transactions contemplated by this Agreementconsultants' fees, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall 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 nonappealable judgment to have resulted the foregoing directly result from the gross negligence or willful misconduct of such Indemnitee. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand the party seeking indemnification therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) Borrowers jointly and severally agree to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and therebyshall be consummated) or incurred by the Administrative Agent, includingany Lender, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay any Swing Line Bank or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Fronting Bank in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and any such the other documentsLoan Documents or in connection with the Loans made and the Letters of Credit issued, including, without limitation, including the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to for the LenderAdministrative Agent, and, in connection with any such amendment, modification or waiver made in connection with any such enforcement or protection, the fees and disbursements of any other counsel for the Administrative Agent, any Lender or any Fronting Bank. The Borrower also agrees to Borrowers further agree jointly and severally that they shall indemnify the Lender Lenders, the Swing Line Bank and the Fronting Banks from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement, any of the other Loan Documents or any Letters of Credit. (b) The Each Borrower agrees to will indemnify the Lender Administrative Agent, each Lender, each Swing Line Bank, each Fronting Bank and its directors, officers, partners, employees, agents and Affiliates the Related Parties of each of the foregoing (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery by such Borrower of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans by such Borrower or of the Letters of Credit issued on behalf of Weyerhaeuser or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnitee or any of its controlled Related Parties, in each case as determined by a final, nonappealable judgment of a court of competent jurisdiction. (c) It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with Weyerhaeuser with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by Weyerhaeuser may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approval of Weyerhaeuser (not to be unreasonably withheld). (d) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans or L/C Disbursements, the termination of any Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Lender, any Swing Line Bank or any Fronting Bank. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (e) To the extent permitted by applicable law, the Borrowers shall not assert, and hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses reasonably incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Credit Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or reasonably incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Bank in connection with the enforcement or preservation protection of any their rights under in connection with this Credit Agreement and the other Loan Documents or in connection with the Loans made or the Notes issued hereunder, including without limitation the reasonable fees, charges and disbursements of the counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of counsel to for the LenderBanks. The Borrower also further agrees to that it shall indemnify the Lender Banks from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementCredit Agreement or any of the other Loan Documents. (b) The Borrower agrees to indemnify the Lender Administrative Agent, each Bank and its each of their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding without limitation reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Credit Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans Loans, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) 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 Credit 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 Credit Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Bank. All amounts due under this Section 4.4 9.5 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses (including Other Taxes) incurred by the Agents in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or the administration of this Agreement and by the Joint Lead Arrangers in connection herewith or therewith, with the syndication of the Commitments (including expenses incurred prior to the Closing Date in connection with due diligence and the consummation reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Agents or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made hereunder, including the reasonable fees, charges and disbursements of Davis Polk & Wardwell, counsel for the Agents and the Joint Lead Arrangxxx xxx Xxker & XxXxxzie, special German counsel to the Agents and the Joint Lexx Xxranxxxx, xxd, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Lender. The Borrower also agrees to indemnify Agents, the Lender against any transfer taxes, documentary taxes, assessments Joint Lead Arrangers or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementall Lenders (but no more than one such counsel for all Lenders). (b) The Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "IndemniteeINDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any material property or any property owned, leased or operated by, or by any predecessor of, Holdings, the Borrower or any of their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Indemnitee or any of its Related Parties. 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 Bridge Obligations, 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 Agent or any Lender. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which

Expenses; Indemnity. (a) The Borrower agrees: (i) Energy agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses (including reasonable fees, charges and expenses disbursements of one counsel, unless in the good faith opinion of the Agent or 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 the Agent in connection with the preparation preparation, execution and execution of, and any amendment, supplement or modification to, delivery of this Agreement and any other documents prepared or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof (but only if such amendments, modifications or waivers are requested by a Borrower) (whether or not the transactions hereby contemplated hereby are consummated), or incurred by the Agent, any Fronting Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement (including in respect of workouts and therebyrestructurings) or in connection with the Extensions of Credit made hereunder, including, without limitation, including the reasonable fees and disbursements of Brown & Wood LLPone counsel (unless in the good faith opinion of the Agent or such counsel, 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) for the Agent or, in the case of enforcement following an Event of Default, the Lenders and the Fronting Banks. In addition to the Lender; and (ii) to foregoing, each Borrower for the account of which a Letter of Credit is issued shall pay or reimburxx xxe Lxxxxr reimburse the Fronting Bank that issued such Letter of Credit for all reasonable such reasonable, normal and customary costs and expenses as are incurred or charged by such Fronting Bank in connection with the enforcement issuing, negotiating, effecting payment under, amending or preservation otherwise administering such Letter of any rights under this Agreement 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 charges made by any Governmental Authority by reason of the execution and delivery of this AgreementCredit. (b) The Each Borrower agrees to indemnify the each Lender and each Fronting Bank against any loss, calculated in accordance with the next sentence, or reasonable expense that such Lender or such Fronting Bank may sustain or incur as a consequence of (i) any failure by such Borrower to borrow or to refinance, convert or continue any Loan hereunder (including as a result of such Borrower's failure to fulfill any of the applicable conditions set forth in Article IV) after irrevocable notice of such borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.03, (ii) any payment, prepayment or conversion of a Eurodollar Loan of such Borrower, or assignment of a Eurodollar Loan of such 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, (iii) any default in payment or prepayment of the principal amount of any Outstanding Credit or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (iv) the occurrence of any Event of Default relating to such Borrower, 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, refinanced, 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 refinance, 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 refinanced for such period or Interest Period, as the case may be. (c) Delivery agrees to indemnify the Agent, the Fronting Banks, each Lender, each of their Affiliates and the directors, officers, partners, employees, employees and agents and Affiliates of the foregoing (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable fees and expenses of one counsel for all Indemnitees (unless in the good faith opinion of the Agent or 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 against any Indemnitee arising out of, of Delivery's acts or omissions in any way connected with, or as a result of connection with (i) the execution or delivery preparation, execution, delivery, enforcement, performance and administration of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans Extensions of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided , including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee. If and to the extent that the Indemnitees are not indemnified by Delivery pursuant to the preceding sentence, Energy agrees to indemnify the Indemnitees against, and to hold each Indemnitee harmless from, any and all costs, losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of (i) the preparation, execution, delivery, enforcement, performance and administration of this Agreement, (ii) the use of the proceeds of the Extensions of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee. Notwithstanding the foregoing, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a final judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (ii) result from any litigation brought by such Indemnitee against the Borrowers or by any Borrower against such Indemnitee, in which a final, nonappealable judgment has been rendered against such Indemnitee; provided, further, that each 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) of this Section (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 and 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. (cd) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the 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 Agent, any Lender or any Fronting Bank. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefor. (e) A certificate of any Lender, any Fronting Bank or the Agent setting forth any amount or amounts that such Lender, such Fronting Bank or such Agent 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 shall be delivered to the appropriate Borrower and shall be conclusive absent manifest error.

Expenses; Indemnity. (a) The Borrower agrees: ------------------- agrees to pay (i) to pay the reasonable fees, disbursements and other charges of counsel for the Administrative Agents and the Paying Agent incurred in connection with the preparation of this Agreement and the other Loan Documents or reimburse in connection with any amendments, modifications or waivers of the Lender for provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket costs and expenses incurred in connection with by the preparation and execution of, and any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitationAdministrative Agents, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Paying Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents or in connection with the Advances, including the reasonable fees, disbursements and other charges of Shearman & Sterling, counsel for the Administrative Agents and the Paying Agent, in connection with any such enforcement or protection and the reasonable fees, disbursements and other documents, including, without limitationcharges of any other counsel for the Administrative Agents, the reasonable fees and disbursements of counsel to the Paying Agent or any Lender. The Borrower also further agrees to that it shall indemnify the Lender against Administrative Agents, the Paying Agent and the Lenders from, and hold them harmless against, any transfer taxes, documentary taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any Note. (b) The Borrower agrees to indemnify the Administrative Agents, the Paying Agent and each Lender and its each of their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold ---------- each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges disbursements and expenses (including fees and expenses of counsel) other charges, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto or thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementhereby or thereby, (ii) the use of the proceeds of the Loans Advances or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such -------- indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) If any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of any Conversion, payment pursuant to Section 2.05, prepayment pursuant to clause (ii) of the proviso to Section 2.09(a) or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agents), pay to the Paying Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that such Lender may incur as a result of such payment, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) The provisions of this Section 8.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Advances, the invalidity or unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of the Administrative Agents, the Paying Agent or any Lender. All amounts due under this Section 4.4 8.03 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewithwaivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Administrative Agent, Issuing Banks or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the consummation of other Loan Documents or in connection with the transactions contemplated hereby and therebyLoans made hereunder, including, without limitation, including (i) the reasonable fees and disbursements of Brown Simpxxx Xxxxxxx & Wood LLPXartxxxx, counsel to xxunsel for the Lender; and Administrative Agent, (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement and any such other documentsamendment, including, without limitationmodification or waiver, the reasonable fees and disbursements of any common counsel, and (iii) in connection with any such enforcement or protection, the fees and disbursements of any counsel to for the Administrative Agent or any Lender. The Borrower also further agrees to that it shall indemnify the Lender Administrative Agent, the Issuing Bank and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Borrower agrees to indemnify the Administrative Agent, the Issuing Banks, each Lender and its their directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigationlitiga- tion, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of 67 competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee; provided further, however, that the Borrower will only be liable for the fees of a single firm which shall act as common counsel for the Lenders, except in the case where (i) a Lender reasonably determines based upon the written advice of legal counsel, a copy of which shall be provided to the Borrower, in its judgment that having common counsel would present such counsel with a conflict of interest, (ii) a Lender reasonably concludes that there may be legal defenses available to it that are different from or in addition to those available to other Lenders or (iii) defense of any action or proceeding is not assumed by the Lenders. (c) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by evidence in reasonable detail sufficient to identify the nature and amount of the expense so incurred.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with ongoing Collateral examination to the preparation and execution of, and any amendment, supplement extent incurred with the reasonable prior approval of the Borrower) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitationshall be consummated) or incurred by the Administrative Agent, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under 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 Cravath, Swaine & Xxxxx, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agent or any Lender (but no more than one such counsel for any Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "IndemniteeINDEMNITEE") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby and thereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent, or any Lender and its directors, trustees, officers and employees as a single Indemnitee. ). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any Environmental Claim, and any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee (cand arising out of, or in any way connected with or as a result of, any of the events described in clause (i), (ii) or (iii) of the preceding sentence) arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to UCAR, the Borrower or any Subsidiary, (B) any violation of any Environmental Law, (C) any act, omission, event or circumstance (including the actual, proposed or threatened, Release, removal, presence, disposition, discharge or transportation, storage, holding, existence, generation, processing, abatement, handling or presence on, into, from or under any present, past or future property of UCAR, the Borrower or any Subsidiary of any Hazardous Material); PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such Environmental Claim is, or such losses, claims, damages, liabilities or related expenses are, determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its directors, trustees, officers or employees. 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 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 or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon on written demand therefor. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); PROVIDED, HOWEVER, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or

Expenses; Indemnity. The Borrower will (a) The Borrower agreespay all out-of-pocket expenses 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 out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the 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) at any time after a Default has occurred and is continuing (or at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses of the Administrative Agent and, if such Default is an Event of Default, each Lender actually incurred in connection with the preparation administration and execution ofenforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any amendment, supplement right or modification to, this Agreement and remedy of the Administrative Agent or any Lender hereunder or under any other documents prepared Loan Document or any factual matters in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, which expenses shall include without limitation, limitation the reasonable fees and disbursements of Brown & Wood LLPsuch Persons, counsel to the Lender; and (iic) to pay or reimburxx xxe Lxxxxr for all reasonable defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses incurred expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the enforcement Administrative Agent or preservation of any rights under this Agreement Lender is a party thereto) and any such other documentsthe prosecution and defense thereof, 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against any Indemnitee arising out of, of or in any way connected with, or as a result of (i) with the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement any other Loan Document or the consummation of the transactions Loans, including without limitation reasonable attorney's and the other transactions contemplated by this Agreementconsultant's fees, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall 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 nonappealable judgment to have resulted the foregoing directly result from the gross negligence or willful misconduct of such Indemnitee. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand the party seeking indemnification therefor.

Expenses; Indemnity. The Borrowers on a joint and several basis will (a) The Borrower agrees: pay all out-of-pocket expenses (i) of the Administrative Agent and the Lenders in connection with the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Administrative Agent and (ii) of the Administrative Agent in connection with the preparation, execution and delivery of any waiver, amendment or consent by the 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 or reimburse the Lender for all reasonable out-of-pocket costs expenses of the Administrative Agent and expenses each Lender actually incurred in connection with the preparation administration and execution ofenforcement of any rights and remedies of the Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any amendment, supplement right or modification to, this Agreement and remedy of the Administrative Agent or any Lender hereunder or under any other documents prepared Loan Document or any factual matters in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, which expenses shall include without limitation, limitation the reasonable fees and disbursements of Brown & Wood LLPsuch Persons, counsel to the Lender; and (iic) to pay or reimburxx xxe Lxxxxr for all reasonable defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses incurred expenses, suffered by any such Person in connection with any claim, investigation, litigation or other proceeding (whether or not the enforcement Administrative Agent or preservation of any rights under this Agreement Lender is a party thereto) and any such other documentsthe prosecution and defense thereof, 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 charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and expenses of counsel) incurred by or asserted against any Indemnitee arising out of, of or in any way connected with, or as a result of (i) with the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement any other Loan Document or the consummation of the transactions Loans, including without limitation reasonable attorney's and the other transactions contemplated by this Agreementconsultant's fees, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall 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 nonappealable judgment to have resulted the foregoing directly result from the gross negligence or willful misconduct of such Indemnitee. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand the party seeking indemnification therefor.

Expenses; Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay: (a) The Borrower agrees: (i) to pay or reimburse the Lender for all reasonable expenses of the Managing Agents (including the out-of-pocket costs expenses related to forming the group of Lenders and expenses incurred reasonable fees and disbursements of the counsel to the Managing Agents) in connection with the preparation and execution of, and any amendment, supplement or modification to, duplication of this Agreement and any each other documents prepared in connection herewith or therewithCredit Document, and the consummation of the transactions contemplated hereby and therebythereby and amendments, includingwaivers, without limitation, the reasonable consents and other operations hereunder and thereunder; (b) all recording and filing fees and disbursements transfer and documentary stamp and similar taxes at any time payable in respect of Brown & Wood LLPthis Agreement, counsel to any other Credit Document or the Lenderincurrence of the Credit Obligations; and and (iic) to pay or reimburxx xxe Lxxxxr for all other reasonable costs and expenses incurred by the Lenders or the holder of any Credit Obligation in connection with the enforcement or preservation of any rights hereunder or under this Agreement any other Credit Document, including costs of collection and reasonable attorneys' fees (including a reasonable allowance for the hourly cost of attorneys employed by the Lenders on a salaried basis) and expenses. . The Company shall indemnify the Lenders and the Managing Agents and hold them harmless from any such other documentsliability, including, without limitationloss or damage resulting from the violation by the Company of Section 2.4. In addition, the Company shall indemnify each Lender, each Managing Agent, each of the Lenders' or the Managing Agents' directors, officers and employees, and each Person, if any, who controls any Lender or either Managing Agent (each Lender, each Managing Agent and each of such directors, officers, employees and control Persons is referred to as an "Indemnified Party") and hold each of them harmless from and against any and all claims, damages, liabilities and reasonable expenses (including reasonable fees and disbursements of counsel to the Lender. The Borrower also agrees to indemnify the Lender against with whom any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and to hold each Indemnitee harmless from, any Indemnified Party may consult in connection therewith and all claims, liabilities, damages, losses, costs, charges and expenses (including fees and reasonable expenses of counsellitigation or preparation therefor) incurred by which any Indemnified Party may incur or which may be asserted against any Indemnitee arising out ofIndemnified Party in connection with the Indemnified Party's compliance with or contest of any subpoena or other process issued against it or any litigation or investigation, in any way connected with, or as a result of (i) the execution or delivery of each case involving this Agreement (but including any subpoenas or any agreement or instrument contemplated by other process demanding disclosure of information provided to the Lenders in connection with this Agreement, even if such subpoena or other process arises in a context unrelated to this Agreement), any other Credit Document or any transaction contemplated hereby or thereby; provided, however, that the performance foregoing indemnity shall not apply to litigation commenced by the parties thereto of their respective obligations under this Agreement Company against the Lenders or the consummation Managing Agents which seeks enforcement of the transactions and the other transactions contemplated by this Agreement, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether rights of the Company hereunder or not under any Indemnitee other Credit Document and is determined adversely to the Lenders or the Managing Agents in a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available final nonappealable judgment or to the extent that such losses, claims, damages, liabilities and expenses result from a Lender's or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the either Managing Agent's gross negligence or willful misconduct of such Indemniteemisconduct. (c) All amounts due under this Section 4.4 shall be payable in immediately available funds upon written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and properly documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under 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 Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and, in connection xxxx any such other documentsamendment, including, without limitationmodification or waiver or any such enforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the Administrative Agent or any Lender. The Each Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Each Borrower agrees to indemnify the Lender Administrative Agent, each Lender, any of their respective Affiliates that have made Loans as provided in Section 2.02(b) and its the respective directors, officers, partners, employees, employees and agents and Affiliates of the foregoing persons (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether commenced by a Borrower, any of its Affiliates or any other person and whether or not any Indemnitee is a party theretothereto or (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or its Subsidiaries, or any Environmental Liability related in any way to the Borrower or its subsidiaries; provided that such the indemnity set forth in this Section 10.05(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses either (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such IndemniteeIndemnitee or any of its Affiliates or (y) resulted from the breach by such Indemnitee or any of its Affiliates of any of such person's agreements under this Agreement or any other Loan Document (other than unintentional breaches that are corrected promptly after such Indemnitee becomes aware that it is in breach). (c) The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and documented out-of-pocket costs expenses incurred by the Agents in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination and the preparation reasonable fees, disbursements and execution of, and any amendment, supplement the charges for one local counsel in the State of California) or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (iishall be consummated) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred by any Lender Party in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxx Xxxxxxxx LLP, counsel for the Administrative Agent, the Arrangers, the Lenders and the Issuing Banks, and counsel for the Collateral Agent and the Depositary Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to (including the reasonable and documented allocated costs of internal counsel) for the Arrangers or any Lender Party (but no more than one such counsel for each Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement). (b) The Borrower agrees to indemnify the Arrangers, each Lender Party and its each of their respective directors, trustees, officers, partners, employees, affiliates, investment advisors and agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement hereunder or thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (other than claims solely as between the Lender Parties); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by found in a court of competent jurisdiction by final and nonappealable judgment non-appealable judicial decision to have resulted from the gross negligence or willful misconduct of such Indemnitee. . Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (cA) any Environmental Claim to the extent related in any way to the Loan Parties, Projects or Sites, (B) any violation of or liability under any Environmental Law by any Loan Party or otherwise occurring or existing at any Project or Site, or (C) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, in, under, on, to or from any Real Property, any property owned, leased or operated by any predecessor of the Loan Parties, or, to the extent related in any way to the Loan Parties, any property at which the Loan Parties have sent Hazardous Materials for treatment, storage or disposal; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are found in a final and non-appealable judicial decision to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and hereby waives all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. 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 Obligations, 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 Lender Party. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. This Section 9.05(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower’s election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the Borrower shall authorize in writing such Indemnitee to employ separate counsel at the Borrower’s expense. The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, which consent may not be withheld, conditioned or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, entering into this Agreement and any the other documents prepared Credit Documents and in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions thereof (whether or not the transactions hereby contemplated hereby and therebyare consummated), including, without limitation, or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement of their rights in connection with the Credit Documents or preservation of any rights under this Agreement and any such other documentsin connection with the Advances made hereunder, including, without limitation, including the reasonable fees and disbursements of counsel to for the Lender. The Borrower also agrees to indemnify Administrative Agent and, in the Lender against any transfer taxescase of enforcement following an Event of Default, documentary taxes, assessments or charges made by any Governmental Authority by reason of counsel for the execution and delivery of this AgreementLenders. (b) The Borrower agrees to indemnify each Lender against any loss, calculated in accordance with the next sentence, or reasonable expense that such Lender may sustain or incur as a consequence of (i) any failure by the Borrower to borrow or to Convert any Advance hereunder (including as a result of the Borrower’s failure to fulfill any of the applicable conditions set forth in Article III) after irrevocable notice of such borrowing or Conversion has been given pursuant to Section 2.03, (ii) any payment, prepayment or Conversion, or assignment of a Eurodollar Advance or Base Rate Advance of the Borrower required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period, if any, applicable thereto, or (iii) any default in payment or prepayment of the principal amount of any Outstanding Credit or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity or otherwise) or (iv) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred by such Lender in liquidating or employing deposits from third parties, or with respect to commitments made or obligations undertaken with third parties, to effect or maintain any Advance hereunder or any part thereof as a Eurodollar Advance or a Base Rate Advance. Such loss shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of (A) its cost of obtaining the funds for the Advance being paid, prepaid, Converted or not borrowed (assumed to be, as applicable, the Eurodollar Rate or the Base Rate applicable thereto) for the period from the date of such payment, prepayment or failure to borrow or Convert to the last day of the Interest Period for such Advance (or, in the case of a failure to borrow or Convert the Interest Period for such Advance that would have commenced on the date of such failure) over (B) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in re- employing the funds so paid, prepaid or not borrowed or Converted for such period or Interest Period, as the case may be. (c) The Borrower agrees to indemnify the Administrative Agent, each Lender, each of their Affiliates (including, in the case of RBS, RBS GC) and the directors, officers, partners, employees, advisors, attorneys-in-fact and agents and Affiliates of the foregoing (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related costs and expenses, costs, charges and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated by this Agreement, the performance by the parties thereto of their respective obligations under this Agreement or the consummation of the transactions contemplated by this Agreement and the other transactions contemplated by this AgreementCredit Documents, (ii) the use of the proceeds of the Loans Advances, (iii) any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement, (iv) the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower or any of its Affiliates or (iiiB) by or on behalf of the Borrower or any of its Affiliates at any time and in any place, or (v) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, including any of the foregoing arising from the negligence, whether sole or concurrent, on the part of any Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final judgment of a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that the Borrower agrees that it will not, nor will it permit any Subsidiary to, without the prior written consent of each Indemnitee (such consent not to be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Section 8.05(c) (whether or not any Indemnitee is an actual or potential party to such 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. (cd) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the termination of the Commitments, the repayment of any of the 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 4.4 shall be payable in immediately available funds upon on written demand therefor. (e) Three Business Days prior to the date on which any amount or amounts due under this Section are payable in accordance with a demand from a Lender or the Administrative Agent for such amount or amounts, such Lender or the Administrative Agent will cause to be delivered to the Borrower a certificate, which shall be conclusive absent manifest error, setting forth any amount or amounts that such person is entitled to receive pursuant to subsection (b) of this Section and containing an explanation in reasonable detail of the manner in which such amount or amounts shall have been determined.

Expenses; Indemnity. (a) The Borrower agrees: (i) and Holdings agree, jointly and severally, to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Lead Arranger, the Administrative Agent and the Collateral Agent in connection with the syndication of the Credit Facilities and the preparation and execution of, and any amendment, supplement or modification to, administration of this Agreement and any the other documents prepared Loan Documents or in connection herewith with any amendments, modifications or therewithwaivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated), and all reasonable out-of-pocket expenses incurred by the consummation of the transactions contemplated hereby and thereby, including, without limitationLead Arranger, the reasonable fees and disbursements of Brown & Wood LLPAdministrative Agent, counsel to the Lender; and (ii) to pay Collateral Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any its rights under 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 Shearman & Sterling LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees and documented fees, charges and disbursements of one primary counsel, one local counsel to and one special counsel for the Lender. Administrative Agent, the Collateral Agent and the Lenders, collectively (except that, in the case of an actual or perceived conflict among any of the Lenders, the Lead Arranger, the (a) The Borrower also agrees and Holdings agree, jointly and severally, to indemnify the Lead Arranger, the Administrative Agent, the Collateral Agent, each Lender against and each Related Party of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement. foregoing Persons (b) The Borrower agrees to indemnify the Lender and its directors, officers, partners, employees, agents and Affiliates (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable and documented counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of any actions, judgments, suits, litigations or investigations of any kind or nature whatsoever, arising out of or in connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party theretothereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates), or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. (b) To the extent that Holdings and the Borrower fail to pay any amount required to be paid by them to the Lead Arranger, the Administrative Agent or the Collateral Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Lead Arranger, the Administrative Agent or the Collateral Agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Lead Arranger, the Administrative Agent or the Collateral Agent in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Term Loans and unused Commitments at the time. (c) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any other term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 4.4 9.05 shall be payable in immediately available funds upon not later than 10 days after written demand therefortherefor accompanied by reasonable documentation with respect to any amount so requested.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates in connection with the arrangement and syndication of the credit facility established hereby, the preparation, execution and delivery of this Agreement and the other Loan Documents, or incurred by the Administrative Agent in connection with the administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated and except for such costs and expenses incurred in connection with after the preparation and execution oftermination of this Agreement), and or incurred by the Administrative Agent or any amendment, supplement or modification to, this Agreement and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred Lender in connection with the enforcement or preservation protection of any its rights under in connection with this Agreement Agreement, the other Loan Documents or the Loans made hereunder, including the reasonable and invoiced fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel for the Administrative Agent or any Lender (it being agreed that, notwithstanding anything to the Lendercontrary contained herein, the Borrower shall be responsible for the fees, charges and disbursements of only one counsel unless, in the good faith judgment of the Administrative Agent, additional counsel shall be required as a result of any conflict of interests). The Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments Taxes that arise from or charges made by any Governmental Authority by reason of are connected to the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Borrower agrees to indemnify the Lender Administrative Agent (and its directorsany sub-agent thereof), officerseach Lender, partners, employees, agents the Arrangers and Affiliates each Related Party of any of the foregoing (for purposes of this paragraph, each, each such Person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all claims, liabilities, losses, damages, losses, costs, charges costs and expenses (including fees reasonable and expenses invoiced counsel fees, charges and disbursements of counsel) one counsel selected by the Administrative Agent for all the Indemnitees, such local counsel as the Administrative Agent may in good xxxxx xxxx advisable and, in the event the Administrative Agent shall have determined that a conflict of interest makes it inadvisable for a single counsel to represent all the Indemnitees, such additional counsel as may be required by reason of such conflict), incurred by or asserted against any Indemnitee arising out of, of or in any way connected with, or as a result of connection with (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementthereby, (ii) the use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such lossesclaim (whether brought by a Lender or any other Person), claimsliability, damagesloss, liabilities damage, cost or related expenses are expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence negligence, bad faith or willful wilful misconduct of such IndemniteeIndemnitee or (y) disputes solely among Indemnitees that did not arise out of any act or omission of the Borrower or its Affiliates; it being understood that, notwithstanding the foregoing but solely to the extent such indemnification would not be denied pursuant to clause (x) of this proviso, clause (y) of this proviso shall not limit the Borrower’s indemnification obligations with respect to any Indemnitee acting in its capacity as Administrative Agent or Arranger. Each of the parties hereto also agrees not to assert any claim for special, indirect, consequential or punitive damages against either Loan Party, the Administrative Agent, any Arranger, any Lender or any Related Party of any of the foregoing on any theory of liability, arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of proceeds of the Loans. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent or any Lender. All amounts due under this Section 4.4 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the preparation extent incurred with the reasonable prior approval of the Borrower and execution ofthe reasonable fees, disbursements and any amendment, supplement the charges for no more than one counsel in each jurisdiction where Collateral is located) or modification to, in connection with the administration of this Agreement and any other documents prepared in connection herewith amendments, modifications or therewith, and the consummation waivers of the transactions provisions hereof or thereof (whether or not the Transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of counsel to the Lender. The Borrower also agrees to indemnify the Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreementother counsel). (b) The Borrower agrees to indemnify the Administrative Agent, the Joint Lead Arrangers, each Issuing Bank, each Lender and its each of their respective directors, trustees, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "“Indemnitee"”) against, and to hold each Indemnitee harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementhereby or thereby, the performance by the parties hereto and thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions Transactions and the other transactions contemplated by this Agreementhereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result primarily from the gross negligence or willful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable 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 claim related in any way to Environmental Laws and Holdings, the Borrower or any of their Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property or any property owned, leased or operated by any predecessor of Holdings, the Borrower or any of their Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, 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 4.4 9.05 shall be payable in immediately available funds upon on written demand therefortherefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to Taxes.

Expenses; Indemnity. (a) The Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the preparation and execution of, and any amendment, supplement or modification to, of this Agreement and the other Loan Documents or with any other documents prepared amendments, modifications, waivers, extensions, renewals, renegotiations or "workouts" of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall 100 be consummated) or incurred by the Collateral Monitor in the performance of its services hereunder or incurred by the Agent or any of the Lenders in connection herewith with the enforcement or therewith, and the consummation protection of its rights in connection with this Agreement or any of the transactions contemplated hereby and therebyother Loan Documents or with the Loans made or the Notes or Letters of Credit issued hereunder, includingor in connection with any pending or threatened action, without limitationproceeding, or investigation relating to the foregoing, including but not limited to the reasonable fees and disbursements of Brown & Wood LLPcounsel for the Agent and ongoing field examination expenses and charges, counsel to the Lender; and (ii) to pay or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred and, in connection with the such enforcement or preservation of any rights under this Agreement and any such other documents, including, without limitationprotection, the reasonable fees and disbursements of counsel to for the LenderLenders. The Borrower also further indemnifies the Lenders from and agrees to indemnify the Lender hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this AgreementAgreement or the Notes. (b) The Borrower agrees to indemnify indemnifies the Agent, the Collateral Monitor and each Lender and its their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, an "Indemnitee") against, and agrees to hold the Agent, the Collateral Monitor, each Indemnitee Lender and each such person harmless from, any and all losses, claims, liabilities, damages, lossesliabilities and related expenses, costs, charges and expenses (including reasonable counsel fees and expenses of counsel) expenses, incurred by or asserted against the Lender or any Indemnitee such person arising out of, in any way connected with, or as a result of (i) the execution or delivery use of this Agreement or any agreement or instrument contemplated by of the proceeds of the Loans, (ii) this Agreement, the Guarantees, any of the Security Documents, Acquisition Documents or the other documents contemplated hereby or thereby, (iii) the performance by the parties hereto and thereto of their respective obligations under this Agreement or hereunder and thereunder (including but not limited to the making of the Total Commitment) and consummation of the transactions contemplated hereby and the other transactions contemplated by this Agreementthereby, (iiiv) the use breach of the proceeds of the Loans any representation or warranty or (iiiv) any claim, litigation, investigation or proceeding proceedings relating to any of the foregoing, whether or not the Agent, the Collateral Monitor, any Indemnitee Lender or any such person is a party thereto; provided provided, however, that such indemnity shall not, as to the Agent, the Collateral Monitor or any IndemniteeLender, be available apply to the extent that any such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted the extent that they result from the gross negligence or willful misconduct of such Indemniteethe Agent, the Collateral Monitor or any Lender. (c) The Borrower indemnifies, and agrees to defend and hold harmless the Agent, the Collateral Monitor and the Lenders and their respective officers, directors, shareholders, agents and employees (collectively, the "Indemnitees") from and against any loss, cost, damage, liability, lien, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees and reasonable expenses for investigation, removal, cleanup and remedial costs and modification costs incurred to permit, continue or resume normal operations of any property or assets or business of the Borrower or any subsidiary thereof) arising from a violation of, or failure to comply with any Environmental Law and to remove any Lien arising therefrom except to the extent caused by the gross negligence or willful misconduct of any Indemnitee, which any of the Indemnitees may incur or which may be claimed or recorded against any of the Indemnitees by any person. 101 (d) The provisions of this Section 11.04 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or the Notes, or any investigation made by or on behalf of the Agent, the Collateral Monitor or any Lender. All amounts due under this Section 4.4 11.04 shall be payable in immediately available funds upon on written demand therefor.

Expenses; Indemnity. (a) The Each Borrower agrees: (i) agrees to pay or reimburse the Lender for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation of this Agree ment and execution of, and any amendment, supplement the other Loan Documents or modification to, this Agreement and any other documents prepared in connection herewith with any amendments, modifications or therewith, and the consummation waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated hereby and thereby, including, without limitation, shall be consummated) or incurred by the reasonable fees and disbursements of Brown & Wood LLP, counsel to the Lender; and (ii) to pay Administrative Agent or reimburxx xxe Lxxxxr for all reasonable costs and expenses incurred any Lender in connection with the enforcement or preservation protection of any their rights under 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 Cravath, Swaine & Xxxxx, counsel for the Administrative Agent, and, in connection with any such other documents, including, without limitationenforcement or protection, the reasonable fees fees, charges and disbursements of any other counsel to for the LenderAdministrative Agent or any Lender and all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. The Each Borrower also further agrees to that it shall indemnify the Lender Lenders from and hold them harmless against any transfer taxes, documentary docu mentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this AgreementAgreement or any of the other Loan Documents. (b) The Each Borrower agrees to indemnify the Administrative Agent, the Issuing Bank, each Lender and its each of their respective directors, officers, partners, employees, employees and agents and Affiliates (for purposes of this paragraph, each, each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all actual losses, claims, liabilities, damages, lossesliabilities and related expenses, costsincluding reasonable counsel fees, charges and expenses (including fees and expenses of counsel) disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated by this Agreementthereby, the performance by the parties thereto of their respective obligations under this Agreement thereunder or the consummation of the transactions and the other transactions contemplated by this Agreementthereby, (ii) the actual or proposed use of the proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided PROVIDED that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemnitee. (c) 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 Letters of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Issuing Bank or any Lender. All amounts due under this Section 4.4 10.05 shall be payable in immediately available funds upon on written demand therefor.