Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower will promptly pay all reasonable out-of-pocket costs of the Agent in preparing the necessary documents hereunder and all reasonable costs and out-of-pocket expenses of the issue of the Note and of the Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any documents) and the reasonable fees and expenses and disbursements of counsel to the Agent, in connection with the preparation, execution, delivery and enforcement of this Agreement, the other documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Agent, the negotiation, preparation and execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder or the transactions contemplated hereby or thereby. (b) In addition, the Borrower will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Agent in connection with its enforcement of the payment of the Note or any other sum due to it under this Agreement or any of the other documents hereunder or any of its other rights hereunder or thereunder.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummatedThe Borrower shall pay (i) all reasonable, the Borrower will promptly pay all reasonable out-of-pocket costs and expenses of the Agent in preparing the necessary documents hereunder and all reasonable costs and out-of-pocket expenses of the issue of the Note and of the Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with Affiliates (including, without limitation, all costs of filing or recording any documents) and the reasonable fees and expenses fees, charges and disbursements of outside counsel to and the Agent, allocated cost of inside counsel for the Agent and its Affiliates) in connection with the preparation, execution, delivery and enforcement syndication of this Agreementthe credit facilities provided for herein, the other documents preparation and all other agreementsadministration of the Loan Documents and any amendments, instruments and documents relating to this transaction, the consummation of modifications or waivers thereof (whether or not the transactions contemplated by all such documents, the preservation of all rights of the Agent, the negotiation, preparation and execution and delivery of any amendment, modification or supplement of or to, in this Agreement or any consent or waiver underother Loan Document shall be consummated), any such document and (or any such instrument which is proposed but not executed and deliveredii) and with any claim or action threatened, made or brought against the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder or the transactions contemplated hereby or thereby. (b) In addition, the Borrower will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees the fees, charges and disbursements of outside counsel) suffered or incurred by the Agent or any Bank in connection with the enforcement or protection of its enforcement rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower shall indemnify the Agent and each Bank and each officer, director, employee, agents, advisors and Affiliates of the payment Agent and each Bank (each, an “Indemnitee”) against, and hold each of them harmless from, any and all costs, losses, liabilities, claims, damages and related expenses, including the Note reasonable fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred by any Indemnitee, or asserted against any Indemnitee by the Borrower or any other sum due to it under third Person, arising out of, in connection with or as a result of (i) the execution or delivery of any this Agreement or any other agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby, (ii) any Loan, Letter of Credit or any actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned by the Borrower or any Subsidiary or any Environmental Liability related in any way to the Borrower or any Subsidiary, (iv) any violation by the Borrower or any Subsidiary of any applicable Environmental Law, (v) the breach of any environmental representation or warranty contained herein or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by the Borrower or any third Person and whether based on contract, tort, or any other documents 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 (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of its competent jurisdiction. (c) The Borrower shall pay, and hold the Agent and each of the Banks harmless from and against, any and all present and future stamp, documentary, and other rights hereunder similar taxes with respect to this Agreement and any other Loan Documents, or any payments due thereunder, and save the Agent and each of the Banks harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (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 actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or Letter of Credit or the use of proceeds thereof. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

Fees and Expenses; Indemnity. The Borrower will on demand pay: (a) Whether or not the transactions contemplated hereby are consummated, the Borrower will promptly pay all reasonable out-of-pocket costs of the Agent each Bank in preparing the necessary documents hereunder Loan Documents and (b) all reasonable costs and out-of-pocket expenses of the issue issuance of the Note Notes and of the Borrower's performance and the Subsidiaries' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any assignments, mortgages, financing statements and other documents), and (c) and the reasonable fees and expenses and disbursements of special counsel to each Bank and the Agent, Collateral Agent and of examiners and consultants of each Bank in connection with the preparation, executionexecution and delivery, delivery review, administration, interpretation and enforcement of this Agreement, the other documents and all other agreements, instruments and documents relating to this transactionLoan Documents, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Agent, the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against either Bank or the Collateral Agent and/or Banks arising out of or relating to any extent to this Agreementthe Loan Documents, the other documents hereunder or the transactions contemplated hereby or thereby. (b) . In addition, the Borrower will promptly on demand pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by each Bank and the Collateral Agent in connection with its enforcement of the payment of the Note held by it or any other sum due to it under this Agreement or any of the other documents hereunder Loan Documents, or any of its other rights hereunder or thereunder. In addition to the foregoing, the Borrower shall indemnify each Bank and the Collateral Agent and each of their respective directors, officers, employees, attorneys, agents and Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans and any and all transactions related to or consummated in connection with the Loans, including, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by each Bank or the Collateral Agent or any of their respective directors, officers, employees, attorneys or Affiliates in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to each Bank or the Collateral Agent hereunder or at common law or otherwise. All fees, expenses, costs, charges and other amounts payable by the Borrower hereunder shall be deemed to be Obligations, and each Bank or the Collateral Agent may, in its sole discretion, exercise its rights under Section 9.5 of this Agreement in respect of any or all thereof. The provisions of this Section 9.1 shall survive the payment of the Notes and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower The Borrowers will promptly pay all reasonable out-of-pocket costs of the Agent in preparing the necessary documents hereunder Loan Documents and all reasonable costs and out-of-pocket expenses of the issue of the Note Notes and of the Borrower's Borrowers' and the other Loan Parties' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any assignments, mortgages, financing statements and other documents) ), and the reasonable fees and expenses and disbursements of counsel to the Agent, Agent in connection with with: (i) the preparation, executionexecution and delivery, delivery administration, interpretation and enforcement of this Agreement, the other documents Loan Documents and all other agreements, instruments and documents relating to this transaction, (ii) the consummation of the transactions contemplated by all such documents, (iii) the preservation of all rights of the Banks and the Agent, (iv) the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which that is proposed but not executed and delivered) and with (v) any claim or action threatened, made or brought against any of the Banks or the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder Loan Documents or the transactions contemplated hereby or thereby. (b) In addition, the Borrower Borrowers will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Agent and each Bank in connection with its enforcement of the payment of the Note Notes held by it or any other sum due to it under this Agreement or any of the other documents hereunder Loan Documents or any of its other rights hereunder or thereunder. (c) In addition to the foregoing, the Borrowers shall indemnify each Bank and the Agent and each of their respective present and future directors, officers, employees, attorneys, agents and Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans, the other Obligations, the Letters of Credit and any and all transactions related to or consummated in connection with the Loans, the other Obligations or Letters of Credit, including, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by any Bank or the Agent or any of their respective directors, officers, employees, attorneys, agents or Affiliates arising out of or related to any Environmental Matter, Environmental Liability or Environmental Proceeding, or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation, regardless of whether or not any such indemnified Person is a party thereto or target thereof, whether under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, including, without limitation, any thereof that is alleged to arise out of or is based upon: (i) any untrue statement or alleged untrue statement of any material fact of any Borrower and its Affiliates in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omissions or alleged acts, practices or omissions of any Borrower or its agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by any such acquisitions; or (iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever, provided that no Borrower shall have any liability or obligation hereunder to any Bank or indemnified Person with respect to any indemnified liability arising from the gross negligence or willful misconduct of such Bank or Person. (d) The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Agent and the Banks hereunder or at common law or otherwise. The provisions of this Section 10.1 shall survive the payment of the Notes and other Obligations and the termination of this Agreement. (e) If, and to the extent that the obligations of any Borrower under this Section 10.1 are unenforceable for any reason, such Borrower hereby agrees to make the maximum contribution to the payment in satisfaction of such obligations that is permissible under applicable law.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the The Borrower will promptly pay all reasonable out-of-pocket costs of the Agent Bank in preparing the necessary documents hereunder Loan Documents and all reasonable costs and out-of-pocket expenses of the issue of the Note and of the Borrower's and the other Loan Parties' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any assignments, mortgages, financing statements and other documents) ), and the reasonable fees and expenses and disbursements of counsel to the Agent, Bank in connection with the preparation, executionexecution and delivery, delivery administration, interpretation and enforcement of this Agreement, the other documents Loan Documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the AgentBank, the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which that is proposed but not executed and delivered) and with any claim or action threatened, made or brought against the Agent and/or Banks Bank arising out of or relating to any extent to this Agreement, the other documents hereunder Loan Documents or the transactions contemplated hereby or thereby. (b) In addition, the The Borrower will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Agent Bank in connection with its enforcement of the payment of the Note or any other sum due to it under this Agreement or any of the other documents hereunder Loan Documents or any of its other rights hereunder or thereunder. (c) The Borrower shall indemnify the Bank and its directors, officers, employees, attorneys, agents and Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans and any and all transactions related to or consummated in connection with the Loans (PROVIDED, HOWEVER, the Borrower shall not be so required to indemnify the Bank for any such amounts which are payable as a result of the gross negligence or wilfull misconduct of the Bank), including, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by the Bank or its respective directors, officers, employees, attorneys, agents or Affiliates arising out of or related to any Environmental Liability or Environmental Proceeding, or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, that is alleged to arise out of or is based upon: (i) any untrue statement or alleged untrue statement of any material fact of the Borrower and its Affiliates in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omission or alleged acts, practices or omissions the Borrower or its Affiliates related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by any such acquisitions that are alleged to be in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such purchases or the consummation of the other transactions contemplated by any such acquisition; or (iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever. (d) The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to the Bank hereunder or at common law or otherwise. The provisions of this Section 9.1 shall survive the payment of the Note and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower The Company will promptly pay all reasonable out-of-pocket costs of the Agent in preparing the necessary documents hereunder and all reasonable costs and out-of-pocket expenses of the issue of the Note and of the Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any documents) and the reasonable fees and expenses and disbursements of counsel to the Administrative Agent and the Tranche A Agent, in connection with the preparation, execution, execution and delivery and enforcement of this Agreement, Agreement and the other documents and all other agreements, instruments and documents relating to this transactionCredit Documents, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the AgentCredit Documents, the negotiation, preparation and execution and delivery of any material amendment, modification or of, supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against the Agent and/or Banks arising out of or relating to any extent Credit Document (other than any fee, cost or expense in connection with assignments or sales of participations by any Bank pursuant to this Agreement, the other documents hereunder or the transactions contemplated hereby or thereby. (b) Section 12.06 hereof). In addition, the Borrower Company will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Agent Agents or the Banks in connection with its (A) their enforcement of the payment of the Note Loans or any other sum due to it the Agents or the Banks under this Agreement or any of the other documents hereunder or any of its their other rights hereunder or thereunderthereunder as a result of any Event of Default or any Unmatured Event of Default or (B) any claim or action threatened, made or brought against the Agents or the Banks arising out of or relating to any extent to this Agreement or the transactions contemplated hereby. The obligations of the Company under this subsection shall survive the payment of the Loans and the termination of this Agreement. (b) In addition to the foregoing, the Company shall indemnify each of the Agents and the Banks and the officers, directors, employees and agents of the Agents and the Banks (collectively, the "Indemnitees") against, and hold each Indemnitee harmless from, any losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by or asserted against such Indemnitee (other than as a consequence of actual gross negligence or willful misconduct on the part of such Indemnitee) arising out of, resulting from or in any manner connected with, the execution, delivery and performance of any of the Credit Documents or the incurrence of the Loans, and any and all transactions related thereto or consummated in connection therewith, including, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by such Indemnitee in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute or any jurisdiction, or any regulation, or at common law or otherwise, which litigation, proceeding or investigation is alleged to arise out of or is based upon (1) any untrue statement or alleged untrue statement of any material fact of the Company and its Affiliates and Subsidiaries (including, without limitation, the Multicurrency Borrowers) in this Agreement or any document, certificate or written matter delivered pursuant hereto or pursuant to any other Credit Document or in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (2) any omission or alleged omission to state any material fact required to be stated in this Agreement or any document, certificate or written matter delivered pursuant hereto or pursuant to any other Credit Document or in such document or schedule, or necessary to make the statements made herein or therein, in light of the circumstances under which made, not misleading; (3) any acts, practices or omissions or alleged acts, practices or omissions of the Company or any Multicurrency Borrower or their respective agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of any such purchase or the consummation of any other transaction contemplated by any such acquisition which are alleged to be in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of any such purchase or the consummation of the other transaction contemplated by any such acquisition; or (4) any withdrawal, termination or cancellation of any such proposed acquisition for any reason whatsoever. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Company to the Agents and the Banks hereunder or at common law or otherwise. The provisions of this subsection shall survive the payment of the Loans and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the The Borrower will promptly pay all reasonable out-of-pocket costs and expenses of the Agent Lender in preparing the necessary documents hereunder and all reasonable costs and out-of-pocket expenses of the issue of the Note and of the Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any documents) and the reasonable fees and expenses and disbursements of counsel to the AgentLender, in connection with the preparation, execution, delivery and enforcement of this Agreement, the other documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the AgentLender, the negotiation, preparation and execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against the Agent and/or Banks Lender arising out of or relating to any extent to this Agreement, the other documents hereunder or the transactions contemplated hereby or thereby. (b) In addition, the Borrower will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Agent Lender in connection with its enforcement of the payment of the Note or any other sum due to it under this Agreement or any of the other documents hereunder or any of its other rights hereunder or thereunder. In addition to the foregoing, whether or not the transactions contemplated hereunder are consummated, the Borrower shall indemnify the Lender and each of its directors, officers, employees and agents against, and hold each of them harmless from, any losses, liabilities, damages, claims, out-of-pocket costs and expenses including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from, or in any manner connected with, the execution, delivery and performance of each of the documents hereunder, the Reimbursement Obligations, or in investigating. preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation relating to the foregoing or under any statute of any jurisdiction, or any regulation, or at common law or otherwise, provided that the Borrower shall not be obligated to indemnify any Person for any of the foregoing to the extent arising from the gross negligence or willful misconduct of the party to be indemnified (as determined by a final and nonappealable judgment of a court of competent jurisdiction). The indemnity set forth herein shall be in addition to any other obligations or Liabilities of the Borrower to the Lender hereunder or at common law or otherwise. The provisions of this Section 8.1 shall survive the payment of the Note and the Reimbursement Obligations and the termination of this Agreement.

Fees and Expenses; Indemnity. The Borrower will on demand pay: (a) Whether or not the transactions contemplated hereby are consummated, the Borrower will promptly pay all reasonable out-of-pocket costs of the Administrative Agent in preparing the necessary documents hereunder Loan Documents and (b) all reasonable costs and out-of-pocket expenses of the issue issuance of the Note Notes and of the Borrower's performance and the Subsidiaries' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, all costs of filing or recording any assignments, mortgages, financing statements and other documents), and (c) and the reasonable fees and expenses and disbursements of special counsel to the Agent, Administrative Agent in connection with the preparation, executionexecution and delivery, delivery review, administration, interpretation and enforcement of this Agreement, the other documents and all other agreements, instruments and documents relating to this transactionLoan Documents, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Agent, the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against any Bank or the Administrative Agent and/or Banks arising out of or relating to any extent to this Agreementthe Loan Documents, or the other documents hereunder transactions contemplated hereby or thereby and (d) the fees and expenses and disbursements of counsel to the Banks and of examiners and consultants of each Bank in connection with enforcement of the Loan Documents and with any claim or action threatened, made or brought against any Bank arising out of or relating to any extent to the Loan Documents, or the transactions contemplated hereby or thereby. (b) . In addition, the Borrower will promptly on demand pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by the Administrative Agent and/or the Banks in connection with its enforcement of the payment of the any Note or any other sum due to it the Administrative Agent and/or the Banks under this Agreement the Loan Documents, as the case may be, or any of Administrative Agent's and/or the other documents hereunder or any of its Banks' other rights hereunder or thereunder. In addition to the foregoing, the Borrower shall indemnify the Administrative Agent and each Bank and each of their respective directors, officers, employees, attorneys, agents and Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans and any and all transactions related to or consummated in connection with the Loans, including, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by the Administrative Agent, such Bank and/or any of their respective directors, officers, employees, attorneys or Affiliates in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to the Administrative Agent and/or each such Bank hereunder or at common law or otherwise. All fees, expenses, costs, charges and other amounts payable by the Borrower hereunder shall be deemed to be Obligations, and the Administrative Agent and each Bank may, in its sole discretion, exercise its rights under Section 9.5 of this Agreement in respect of any or all thereof. The provisions of this Section 9.1 shall survive the payment of the Notes and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower The Principal Companies will promptly pay all reasonable out-of-pocket costs of the Agent in preparing and the necessary documents hereunder Arranger (including reasonable fees and all reasonable costs and out-of-pocket expenses disbursements of the issue Agent's Special Counsel incurred by Agent) in connection with (a) structuring and syndicating the Facilities, (b) preparing, reviewing, negotiating, executing and delivering the Loan Documents, (c) the issuance of any of the Note and of Notes, (d) reviewing the Ancillary Documents, (e) the Borrower's and the other Principal Companies' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, including all costs of filing or recording any assignments, mortgages, financing statements and other documents), (f) and the reasonable fees and expenses and disbursements of counsel to the Agentadministration, in connection with the preparation, execution, delivery interpretation and enforcement of this Agreement, the other documents Loan Documents and all other agreements, instruments and documents relating to this transaction, the Transaction and the consummation of the transactions contemplated by all such documents, and the preservation of all rights of the AgentLenders and the Agent hereunder and thereunder, (g) the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with (h) any claim or action threatened, made or brought against any of the Lenders or the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder Loan Documents or the transactions contemplated hereby or thereby. (b) . In addition, the Borrower Principal Companies will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, including reasonable fees and disbursements of counsel) suffered or incurred by the Agent Agent, each Lender and the Collateral Trustee in connection with its enforcement of the payment of the Note Notes held by it or any other sum due to it under this Agreement or any of the other documents hereunder Loan Documents or any of its other rights hereunder or thereunder. In addition to the foregoing, the Principal Companies shall indemnify each Lender, the Agent and the Collateral Trustee and each of their respective directors, officers, employees, attorneys and agents against, and hold each of them harmless from, any loss, liabilities, damages, claims, 106 -98- costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans, the Letters of Credit and any and all transactions related to or consummated in connection with the Loans or the Letters of Credit. The indemnity set forth in the immediately preceding sentence shall include any losses, liabilities, damages, claims, costs and expenses suffered or incurred by any Lender, the Agent or the Collateral Trustee or any of their respective directors, officers, employees, attorneys or agents arising out of or related to any Environmental Matter, Environmental Liability or Environmental Proceeding, or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon: (i) any untrue statement or alleged untrue statement of any material fact of any Principal Company and any of its affiliates in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omission or alleged acts, practices or omissions of any Principal Company or any of its agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by any such acquisitions which are alleged to be in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such purchases or the consummation of the other transactions contemplated by any such acquisition; or (iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Principal Companies to the Agent and the Lenders hereunder or at common law or otherwise. The provisions of this Section 13.1 shall survive the payment of the Notes and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the Borrower The Principal Companies will promptly pay all reasonable out-of-pocket costs of the Agent and the Arranger (except for fees of the Agent's Special Counsel incurred by Agent through the Effective Date) in preparing structuring and syndicating the necessary documents hereunder Facilities and in preparing, reviewing, negotiating, executing and delivering the Loan Documents and all reasonable costs and out-of-pocket expenses of the issue of the Note Notes and all reasonable costs and expenses in reviewing the Ancillary Documents and of the Borrower's and the other Principal Companies' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, including all costs of filing or recording any assignments, mortgages, financing statements and other documents) ), and the reasonable fees and expenses and disbursements of counsel to the Agent, Agent in connection with the preparationadministration, execution, delivery interpretation and enforcement of this Agreement, the other documents Loan Documents and all other agreements, instruments and documents relating to this 121 113 transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Lenders and the Agent, the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against any of the Lenders or the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder Loan Documents or the transactions contemplated hereby or thereby. (b) . Subject to the Special Counsel Fee Agreement, the Borrower shall promptly pay all reasonable fees and disbursements of the Agent's Special Counsel incurred by the Agent through the Effective Date in connection with the preparation, execution and delivery of the Loan Documents, the review of the Ancillary Documents and the consummation of the transactions contemplated by all such documents. In addition, the Borrower Principal Companies will promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, including reasonable fees and disbursements of counsel) suffered or incurred by the Agent Agent, each Lender and the Collateral Trustee in connection with its enforcement of the payment of the Note Notes held by it or any other sum due to it under this Agreement or any of the other documents hereunder Loan Documents or any of its other rights hereunder or thereunder. In addition to the foregoing, the Principal Companies shall indemnify each Lender and the Agent and each of their respective directors, officers, employees, attorneys and agents against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of each of the Loan Documents, the Loans, the Letters of Credit and any and all transactions related to or consummated in connection with the Loans or the Letters of Credit. The indemnity set forth in the immediately preceding sentence shall include any losses, liabilities, damages, claims, costs and expenses suffered or incurred by any Lender or the Agent or any of their respective directors, officers, employees, attorneys or agents arising out of or related to any Environmental Matter, Environmental Liability or Environmental Proceeding, or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon: (i) any untrue statement or alleged untrue statement of any material fact of any Principal Company and any of its affiliates in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (ii) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (iii) any acts, practices or omission or alleged acts, practices or omissions of any Principal Company or any of its agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any 122 114 other transactions contemplated by any such acquisitions which are alleged to be in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such purchases or the consummation of the other transactions contemplated by any such acquisition; or (iv) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Principal Companies to the Agent and the Lenders hereunder or at common law or otherwise. The provisions of this Section 13.1 shall survive the payment of the Notes and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the The Borrower will promptly pay all reasonable out-of-pocket costs of the Agent Agent, the Pre-Funding Lenders and the Banks in preparing the necessary documents hereunder Loan -97- 105 Documents, including this restated Agreement, and all reasonable costs and out-of-pocket expenses of the issue of the Note Notes and the Pre-Funding Notes and of the Borrower's and the other Loan Parties' performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including, without limitation, including all costs of filing or recording any assignments, mortgages, financing statements and other documents) ), and the reasonable fees and expenses and disbursements of special counsel to the Agent, the Pre-Funding Lenders and the Banks in connection with the preparation, execution, delivery delivery, administration, interpretation and enforcement of the Loan Documents, including this restated Agreement, the other documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Agent, the Pre-Funding Lenders and the Banks, the negotiation, preparation and preparation, execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against the Agent and/or Agent, any Pre-Funding Lender or any of the Banks arising out of or relating to any extent to this Agreement, the other documents hereunder Loan Documents or the transactions contemplated hereby or thereby. (b) by the Loan Documents. In addition, the Borrower will shall promptly pay all reasonable out-of-pocket costs and expenses (including, without limitation, including reasonable fees and disbursements of counsel) suffered or incurred by the Agent Agent, the Pre-Funding Lenders or the Banks in connection with its their respective enforcement of the payment of the Note Notes or the Pre-Funding Notes held by each of them or any other sum due to it them under this Agreement or any of the other documents hereunder Loan Documents or any of its other rights hereunder under the Loan Documents. In addition to the foregoing, the Borrower shall indemnify the Agent, the Pre-Funding Lenders and the Banks against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or thereunderincurred by it arising out of, resulting from or in any manner connected with the execution, delivery and performance of each of the Loan Documents, the Loans and any and all transactions related to or consummated in connection with the Loans, including losses, liabilities, damages, claims, costs and expenses suffered by the Agent, the Pre-Funding Lenders and the Banks in investigating, preparing for or defending against, or providing evidence, producing documents or taking any other action in respect of, any commenced or threatened litigation, administrative proceeding or investigation under any Applicable Law that is alleged to arise out of or is based upon (a) any untrue statement or alleged untrue statement of any material fact of the Borrower and its Affiliates in any document or schedule filed with the SEC or any other governmental -98- 106 body, (b) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading, (c) any acts, practices or omission or alleged acts, practices or omissions of the Borrower or its agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by any such acquisitions which are alleged to be in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such purchases or the consummation of the other transactions contemplated by any such acquisition, or (d) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever. The indemnity set forth in this Section 10.1 shall be in addition to any other obligations or liabilities of the Borrower to the Agent, the Pre-Funding Lenders and the Banks under this Agreement, at common law or otherwise. The provisions of this Section 10.1 shall survive the payment of the Notes and the Pre-Funding Notes and the termination of this Agreement.

Fees and Expenses; Indemnity. (a) Whether or not the transactions contemplated hereby are consummated, the The Borrower will promptly (and in any event within 30 days after its receipt of an invoice or statement therefor) pay all reasonable out-of-pocket costs of the Agent in preparing the necessary documents hereunder Loan Documents and all reasonable costs and out-of-pocket expenses of the issue of the Note Notes and of the Borrower's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied com- plied with (including, without limitation, all costs of filing or recording any documents) and the reasonable fees and expenses and disbursements of counsel to the Agent, in connection with the preparation, executionexecution and delivery, delivery administration, interpretation and enforcement of this Agreement, the other documents Loan Documents and all other agreements, instruments and documents relating to this transaction, the consummation of the transactions contemplated by all such documents, the preservation of all rights of the Agent, the negotiation, preparation and execution and delivery of any amendment, modification or supplement of or to, or any consent or waiver under, any such document (or any such instrument which is proposed but not executed and delivered) and with any claim or action threatened, made or brought against any of the Banks, the Swing Line Lender or the Agent and/or Banks arising out of or relating to any extent to this Agreement, the other documents hereunder Loan Documents or the transactions contemplated hereby or thereby. (b) . In addition, the Borrower will promptly (and in any event within 30 days after their receipt of an invoice or statement therefor) pay all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or incurred by each Bank and the Agent Swing Line Lender in connection with its enforcement of the payment of the Note Notes held by it or any other sum due to it under this Agreement or any of the other documents hereunder Loan Documents or any of its other rights hereunder or thereunder. In addition to the foregoing, the Borrower shall indemnify each Bank, the Swing Line Lender and the Agent against, and hold each of them harmless from, any loss, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees and disbursements) suffered or incurred by any of them arising out of, resulting from or in any manner connected with, the execution, delivery and performance of this Agreement and the other Loan Documents, the Loans, the Swing Line Loans and any and all transactions related to or consummated in connection with the Loans and the Swing Line Loans including, without limitation, losses, liabilities, damages, claims, costs and expenses suffered or incurred by the Agent, the Swing Line Lender or any Bank in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon (1) any untrue statement or alleged untrue statement of any material fact of the Borrower and its affiliates in any document or schedule filed with the Securities and Exchange Commission or any other governmental body; (2) any omission or alleged omission to state any material fact required to be stated in such document or schedule, or necessary to make the statements made therein, in light of the circumstances under which made, not misleading; (3) any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or its agents related to the making of any acquisition, purchase of shares or assets pursuant thereto, financing of such purchases or the consummation of any other transactions contemplated by any such acquisitions which are alleged to be in violation of any federal securities law or of any other statute, regulation or other law of any jurisdiction applicable to the making of any such acquisition, the purchase of shares or assets pursuant thereto, the financing of such purchases or the consummation of the other transactions contemplated by any such acquisition; or (4) any withdrawals, termination or cancellation of any such proposed acquisition for any reason whatsoever; except to the extent any of the foregoing results form the gross negligence or willful misconduct of the party to be indemnified. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to the Agent, the Swing Line Lender and the Banks hereunder or at common law or otherwise. The provisions of this Section 10.1 shall survive the payment of the Notes and the termination of this Agreement.