Common use of Indemnification and Expenses Clause in Contracts

Indemnification and Expenses. The Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties.

Indemnification and Expenses. The (a) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties holder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party of the Companies arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Partyof the Companies, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, 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 Indemnitee. (b) Each Guarantor shall pay holders upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Required Holders may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or its Related Partiesenforcement of any rights of any holder in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantors under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The (a) Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties holder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party of the Companies arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Partyof the Companies, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, 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 Indemnitee. (b) Guarantor shall pay holders upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Required Holders may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or its Related Partiesenforcement of any rights of any holder in any case commenced by or against Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantor under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Guarantor (a) Without limiting or duplicating any of their indemnification obligations under the Credit Agreement or the other Loan Documents, each of the Guarantors, jointly and severally, shall indemnify the Agent (and any sub-agent thereof), each Credit Party Lender, their Affiliates, and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of each Related Party of any of the Credit Parties foregoing (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs, and related expenses (including, without limitation, including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, ) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Guarantor or any other Loan Party arising out of, in connection with, or as a result of of, (i) the execution or delivery or enforcement of this Guaranty Guaranty, the Credit Agreement, any other Loan Document or any other agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunderhereunder or thereunder, or the consummation of the transactions contemplated herebyhereby or thereby, or, in the case of the Administrative Agent (and its Related Parties any sub-agent thereof) and their affiliate Indemnitees only, the administration of this Guaranty; , the Credit Agreement and the other Loan Documents, or (ii) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by any Guarantor or any other Loan PartyParty or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, and regardless of whether any Indemnitee is a party thereto, 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 and its Related PartiesIndemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (b) The Guarantors, jointly and severally, agree to pay to the Agent upon demand the amount of any and all reasonable, out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of the Agent or any Lender in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. (c) To the fullest extent permitted by applicable Law, no Guarantor shall 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 Guaranty, the Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby, or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or its Related Partiesother materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Guaranty, the Credit 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. (d) The agreements in this Section 25 shall survive the resignation of the Agent, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Indemnification and Expenses. The (a) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties. (b) Each Guarantor shall pay to the Administrative Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of the Guarantors under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties.

Indemnification and Expenses. The (a) Guarantor agrees to indemnify each Credit Party from and against any and all claims, losses, and liabilities in any way relating to, growing out of, or resulting from this Guaranty and the transactions contemplated hereby (including, without limitation, enforcement of this Guaranty), except to the extent such claims, losses, or liabilities result from such Credit Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties. (c) Guarantor shall pay to Administrative Agent upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantor under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Guarantor shall Each Obligor will indemnify each Credit Party Agent, the Lenders, each of their affiliates, and each Related Party of any the officers, directors, employees, advisors, agents, controlling persons and other representatives of the Credit Parties foregoing (each such Person being called an the “IndemniteeIndemnified Parties”) against), and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, damages and liabilities, and related any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, orbut limited, in the case of legal fees and expenses, to the Administrative Agent reasonable and documented fees of one firm of counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of a conflict of interest, where the Indemnified Party affected by such conflict informs the Borrower of such conflict and thereafter retains its Related Parties onlyown counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the administration Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby and in the other Loan Documents and the use or intended use of this Guaranty; proceeds thereof, or (iib) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or prospective claimalleged presence or Release or threatened Release of Hazardous Materials on, litigationat, investigationunder or from any property owned, leased or proceeding relating to operated by the Borrower at any of the foregoing, whether based on contract, torttime, or any other theory, whether brought by a third party Environmental Claim related in any way to the Borrower or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, Restricted Subsidiary; provided that such indemnity shall notno Indemnified Person will be indemnified for any loss, as to any Indemnitee and its Related Partiesclaim, be available damage, liability or expense to the extent that it has resulted from (i) the gross negligence, bad faith or willful misconduct of such losses, claims, damages, liabilities, or related expenses are Indemnified Party (as determined by a court of competent jurisdiction by in a final and nonappealable judgment non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against any Agent in its capacity as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to have resulted from refund and return any and all amounts paid by the gross negligence Borrower to such Indemnified Person for fees, expenses or willful misconduct damages to the extent that such Indemnified Party is not entitled to payment of such Indemnitee or its Related Partiesamounts in accordance with the terms hereof. The Borrower shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agents associated with the syndication of the Loans and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one firm of counsel to the Agents (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 11.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification and Expenses. The Guarantor shall indemnify each Credit (a) Each Loan Party and each Related Party agrees to hold the Lender’s collateral trustee, if any, the Lender, Her Majesty the Queen in Right of any Canada, Her Majesty the Queen in Right of the Credit Parties Province of Ontario and their respective Affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called an “IndemniteeIndemnified Party”) against, harmless from and hold each Indemnitee harmless from, indemnify any Indemnified Party against any and all losses, claims, damagessuits, liabilitiesactions, and related expenses proceedings, obligations, liabilities (including, without limitation, the feesstrict liabilities) and debts, and all losses, actual damages, judgments, awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and other costs of defense), which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Notes, any other Loan Document or any transaction contemplated hereby or thereby, or any transaction financed or proposed to be financed in whole or in part (directly or indirectly) with any Advance, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, a Note, any other Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct; provided that the indemnification in this Section 10.03 with respect to due diligence costs and legal fees incurred prior to an Event of Default shall be subject to the limitations set out in Sections 7.20, 10.15(b) and 10.03(b), as applicable. Without limiting the generality of the foregoing, each Loan Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to or arising out of any violation or alleged violation of any rule or regulation or any other laws, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Facility Collateral for any sum owing thereunder, or to enforce any provisions of any Loan Document, each Loan Party will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Loan Party. Each Loan Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, a Note, any other Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Obligations are secured by the Facility Collateral, the Obligations are recourse obligations of the Borrower. (b) Each Loan Party agrees to pay as and when billed by the Lender, Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of the Province of Ontario, Industry Canada and the Province of Ontario (collectively, the “Lender Parties” and individually each referred to herein as a “Lender Party”) all of the reasonable out-of pocket costs and expenses incurred by the Lender Parties or any counsel for any Indemnitee)collateral trustee in connection with the development, preparation and execution of, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteeamendment, incurred by supplement or modification to, this Loan Agreement, the Notes, any Indemnitee or asserted against any Indemnitee by any third party other Loan Document or any other documents prepared in connection herewith or therewith, excluding legal fees of counsel to the Lender but including the reimbursement of such counsel’s reasonable and documented out-of-pocket costs and expenses. Each Loan Party arising out of, in connection with, or as a result of (i) also agrees not to assert any claim against the execution or delivery or enforcement of this Guaranty Lender Parties or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunderAffiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, the consummation actual or proposed use of the proceeds of the Advances, this Loan Agreement or any of the transactions contemplated herebyhereby or thereby. (c) Each Loan Party agrees to pay as and when billed by the Lender Parties all of the reasonable out-of pocket costs and expenses incurred by the Lender Parties in connection with the exercise of the Lender Parties’ rights and remedies upon the occurrence of an Event of Default, orincluding without limitation all the reasonable fees, disbursements and expenses of counsel to the Lender Parties and any collateral trustee. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under this Loan Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Lender, including by way of set of against or deduction from Advances, in its sole discretion and the case Borrower shall remain liable for any such payments by the Lender and such amounts shall accrue interest at the Post-Default Rate. No such payment by the Lender shall be deemed a waiver of any of its rights under the Administrative Agent Loan Documents. (e) To the fullest extent permitted by Applicable Law, in consideration of Lender entering into this Loan Agreement, and its Related Parties onlyfor other good and valuable consideration, the administration receipt and sufficiency of this Guaranty; which each Loan Party hereby acknowledges, each Loan Party hereby forever releases, discharges and acquits each Indemnified Party from any and all claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) indebtedness and obligations (iicollectively, “Claims”) of every type, kind, nature, description or character, including, without limitation, any actual so-called “lender liability” claims or prospective claimdefenses, litigationand irrespective of how, investigationwhy or by reason of what facts, whether such Claims have heretofore arisen, are now existing or hereafter arise, or proceeding relating which could, might or be claimed to any exist, of the foregoingwhatever kind or nature, whether based known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, each as though fully set forth herein at length, which may in any way arise out of, are connected with or in any way relate to actions or omissions which occurred on contract, tort, or any other theory, whether brought by a third party or by prior to the date hereof with respect to any Loan Party, this Loan Agreement, the Obligations, any Facility Collateral, any other Loan Document and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available third parties liable in whole or in part for the Obligations. (f) Without prejudice to the extent that such lossessurvival of any other agreement of a Loan Party hereunder, claims, damages, liabilities, or related expenses are determined the covenants and obligations of each Loan Party contained in this Section 10.03 shall survive the payment in full of the Obligations and all other amounts payable hereunder and delivery of the Facility Collateral 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 its Related PartiesLender against full payment therefor.

Indemnification and Expenses. The Guarantor shall (a) Each Obligor will indemnify the Agent, the Lenders, each Credit Party of their affiliates, and each Related Party of any the officers, directors, employees, advisors, agents, controlling persons and other representatives of the Credit Parties foregoing (each such Person being called an the “IndemniteeIndemnified Parties”) against), and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, damages and liabilities, and related any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, orbut limited, in the case of legal fees and expenses, to the Administrative Agent reasonable and documented fees of one firm of U.S. counsel, one firm of Canadian counsel and one firm of German counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of an actual or perceived conflict of interest, where the Indemnified Party affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its Related Parties onlyown counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Lead Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby, the administration Original Credit Agreement, the Amended Credit Agreement, the Second Amended Credit Agreement and in the other Loan Documents and the use or intended use of this Guaranty; proceeds thereof, or (iib) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or prospective claimalleged presence or Release or threatened Release of Hazardous Materials on, litigationat, investigationunder or from any property owned, leased or proceeding relating to operated by any of the foregoing, whether based on contract, tortBorrower at any time, or any other theory, whether brought by a third party Environmental Claim related in any way to any Borrower or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, Restricted Subsidiary; provided that such indemnity shall notno Indemnified Person will be indemnified for any loss, as to any Indemnitee and its Related Partiesclaim, be available damage, liability or expense to the extent that it has resulted from (i) the gross negligence, bad faith or willful misconduct of such losses, claims, damages, liabilities, or related expenses are Indemnified Party (as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Lead Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against the Agent, any Lead Arrangers or any other agent or co-agent (if any) designated with respect to the Lenders or any Issuing Bank, in each case solely in their respective capacities as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by the Borrowers to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof. The Borrowers shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agent associated with the syndication of the Revolver Commitments and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents (including field examination costs (which, if performed by the Agent, shall be charged at a rate of $1,000 per day per person)) and appraisal costs and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one U.S. firm of counsel, one Canadian firm of counsel and one German firm of counsel to the Agent (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 14.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to have resulted this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in New York, New York. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Agent of the amount due, the applicable Borrower will, on the date of receipt by the Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the applicable Borrower shall indemnify and save the Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the gross negligence other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or willful misconduct order for a liquidated sum in respect of such Indemnitee an amount due under this Agreement or its Related Partiesany other Loan Document or under any judgment or order. (c) Notwithstanding anything in this Section 14.2 to the contrary, (i) funds received from or held by any Canadian Borrowing Base Obligor shall be applied only to the payment of the Canadian Obligations and shall not be applied to the payment of the U.S. Obligations and (ii) funds received from or held by any German Borrower or any European Guarantor shall be applied only to the payment of the German Obligations and shall not be applied to the payment of the U.S. Obligations.

Indemnification and Expenses. The (a) Each Guarantor agrees to indemnify each Credit Party from and against any and all claims, losses, and liabilities in any way relating to, growing out of, or resulting from this Guaranty and the transactions contemplated hereby (including, without limitation, enforcement of this Guaranty), except to the extent such claims, losses, or liabilities result from such Credit Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties. (c) Each Guarantor shall pay to Administrative Agent upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantors under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Guarantor shall indemnify each Credit (a) Each Loan Party and each Related Party agrees to hold the Lender’s collateral trustee, if any, the Lender, Her Majesty the Queen in Right of any Canada, Her Majesty the Queen in Right of the Credit Parties Province of Ontario and their respective Affiliates and their respective officers, directors, employees, agents and advisors (each such Person being called an “IndemniteeIndemnified Party”) against, harmless from and hold each Indemnitee harmless from, indemnify any Indemnified Party against any and all losses, claims, damagessuits, liabilitiesactions, and related expenses proceedings, obligations, liabilities (including, without limitation, the feesstrict liabilities) and debts, and all losses, actual damages, judgments, awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and other costs of defense), which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Notes, any other Loan Document or any transaction contemplated hereby or thereby, or any transaction financed or proposed to be financed in whole or in part (directly or indirectly) with any Advance, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Loan Agreement, a Note, any other Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct; provided that the indemnification in this Section 10.03 with respect to due diligence costs and legal fees incurred prior to an Event of Default shall be subject to the limitations set out in Sections 7.20, 10.15(b) and 10.03(b), as applicable. Without limiting the generality of the foregoing, each Loan Party agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to or arising out of any violation or alleged violation of any rule or regulation or any other laws, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Facility Collateral for any sum owing thereunder, or to enforce any provisions of any Loan Document, each Loan Party will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from any Loan Party. Each Loan Party also agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Loan Agreement, a Note, any other Loan Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Obligations are secured by the Facility Collateral, the Obligations are recourse obligations of the Borrower. (b) Each Loan Party agrees to pay as and when billed by the Lender, Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of the Province of Ontario, Industry Canada and the Province of Ontario (collectively, the “Lender Parties” and individually each referred to herein as a “Lender Party”) all of the reasonable out-of pocket costs and expenses incurred by the Lender Parties or any counsel for any Indemnitee)collateral trustee in connection with the development, preparation and execution of, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteeamendment, incurred by supplement or modification to, this Loan Agreement, the Notes, any Indemnitee or asserted against any Indemnitee by any third party other Loan Document or any other documents prepared in connection herewith or therewith, excluding legal fees of counsel to the Lender but including the reimbursement of such counsel’s reasonable and documented out-of-pocket costs and expenses. Each Loan Party arising out of, in connection with, or as a result of (i) also agrees not to assert any claim against the execution or delivery or enforcement of this Guaranty Lender Parties or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunderAffiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Loan Documents, the consummation actual or proposed use of the proceeds of the Advances, this Loan Agreement or any of the transactions contemplated herebyhereby or thereby. (c) Each Loan Party agrees to pay as and when billed by the Lender Parties all of the reasonable out-of pocket costs and expenses incurred by the Lender Parties in connection with the exercise of the Lender Parties’ rights and remedies upon the occurrence of an Event of Default, orincluding without limitation all the reasonable fees, disbursements and expenses of counsel to the Lender Parties and any collateral trustee. (d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under this Loan Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by the Lender, including by way of set of against or deduction from Advances, in its sole discretion and the case Borrower shall remain liable for any such payments by the Lender and such amounts shall accrue interest at the Post-Default Rate. No such payment by the Lender shall be deemed a waiver of any of its rights under the Administrative Agent Loan Documents. (e) To the fullest extent permitted by Applicable Law, in consideration of Lender entering into this Loan Agreement, and its Related Parties onlyfor other good and valuable consideration, the administration receipt and sufficiency of this Guaranty; which each Loan Party hereby acknowledges, each Loan Party hereby forever releases, discharges and acquits each Indemnified Party from any and all claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) indebtedness and obligations (iicollectively, “Claims”) of every type, kind, nature, description or character, including, without limitation, any actual so-called “lender liability” claims or prospective claimdefenses, litigationand irrespective of how, investigationwhy or by reason of what facts, whether such Claims have heretofore arisen, are now existing or hereafter arise, or proceeding relating which could, might or be claimed to any exist, of the foregoingwhatever kind or nature, whether based known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, each as though fully set forth herein at length, which may in any way arise out of, are connected with or in any way relate to actions or omissions which occurred on contract, tort, or any other theory, whether brought by a third party or by prior to the date hereof with respect to any Loan Party, this Loan Agreement, the Obligations, any Facility Collateral, any other Loan Document and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available third parties liable in whole or in part for the Obligations. (f) Without prejudice to the extent that such lossessurvival of any other agreement of a Loan Party hereunder, claims, damages, liabilities, or related expenses are determined the covenants and obligations of each Loan Party contained in this Section 10.03 shall survive the payment in full of the Obligations and all other amounts payable hereunder and delivery of the Facility Collateral 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 its Related PartiesLender against full payment therefor.

Indemnification and Expenses. The (a) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties. (b) Each Guarantor shall pay to the Administrative Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title

Indemnification and Expenses. The (a) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the reasonable fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties. (b) Each Guarantor shall pay to Administrative Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantors under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Guarantor (a) Each Pledgor agrees to indemnify each Secured Party from and against any and all claims, losses, and liabilities in any way relating to, growing out of, or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses, or liabilities result from such Secured Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Each Pledgor shall indemnify each Credit Secured Party and each Related Party of any of the Credit Secured Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and related expenses (including, without limitation, including the fees, charges, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party Pledgor arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty Agreement or any agreement or instrument contemplated herebyhereby or thereby, the performance by the parties hereto of their respective obligations hereunderobligations, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this GuarantyAgreement; or (ii) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, tort or any other theory, whether brought by a third party or by a Pledgor or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, be available to the extent that such losses, claims, damages, liabilities, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee Indemnitee. (c) Each Pledgor shall pay to Administrative Agent upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with (i) the administration of this Agreement; (ii) the custody or its Related Partiespreservation of, or the sale of, collection from, or other realization upon, any of the Collateral; (iii) the exercise or enforcement of any of the rights of Administrative Agent hereunder; or (iv) the failure by any Pledgor to perform or observe any of the provisions hereof. The obligations of Pledgors under the preceding sentence shall survive termination of this Agreement.

Indemnification and Expenses. The Guarantor shall (a) Each of LEAF and the Borrower agrees to hold the Lender, the Collateral Agent, the Backup Servicer, each successor Servicer and the Hedge Counterparty and each of their officers, directors, managers, agents and employees (each, an “Indemnified Party”) harmless from and indemnify each Credit Indemnified Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) againstagainst all liabilities, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilitiesjudgments, costs and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who kind which may be employees of any Indemniteeimposed on, incurred by any Indemnitee or asserted against such Indemnified Party in any Indemnitee by suit, action, claim or proceeding relating to or arising out of this Loan Agreement, the Note, any third party other Loan Document, any Collateral or any Loan Party arising out transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in connection withrespect of, this Loan Agreement, the Note, any other Loan Document, any Collateral or any transaction contemplated hereby or thereby, as a result of (i) the execution failure by such LEAF Party to comply in any material respect with any applicable law, rule or delivery or enforcement of this Guaranty regulation with respect to any Contract or any agreement item of Equipment, or instrument contemplated herebythe nonconformity of any Contract or the origination or servicing thereof with any such applicable law, the performance by the parties hereto of their respective obligations hereunderrule or regulation, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) except as permitted by the Loan Documents, commingling of the Proceeds of the Collateral at any actual time with other funds or prospective claim(iii) the breach by such LEAF Party of any of its respective representations, litigationwarranties or covenants contained in this Loan Agreement or any other Loan Document, investigationexcept, in each case, to the extent arising from such Indemnified Party’s gross negligence or willful misconduct or breach of its obligations. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or proceeding relating to enforce any provisions of such Collateral, LEAF and the Borrower, as the case may be, will save, indemnify and hold each Indemnified Party harmless from and against all reasonable expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by such LEAF Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from a LEAF Party. The Lender hereby acknowledges that, notwithstanding the fact that the Secured Obligations are secured by the Collateral, each Secured Obligation is otherwise a non-recourse obligation of the Borrower. Notwithstanding anything herein to the contrary, (x) neither LEAF nor the Borrower shall have any obligation to indemnify any Indemnified Party for any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available following: (i) indemnified amounts 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 holds that such indemnified amounts resulted from the gross negligence or willful misconduct on the part of any successor Servicer or the Indemnified Party seeking indemnification; (ii) taxes (including interest and penalties imposed thereon) imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnitee Indemnified Party; (iii) indemnified amounts to the extent that they are or its Related Parties.result from lost profits (other than principal, yield and fees with respect to the Advances); and (iv) indemnified amounts to the extent that they constitute claims against any LEAF Party for consequential, special, indirect or punitive damages; and

Indemnification and Expenses. The Guarantor shall indemnify each Credit Party and each Related Party of (a) Without limiting any of the Credit Grantors’ obligations under Section 3 hereof, each of the Grantors hereby agrees to indemnify and defend the Secured Parties (each such Person being called including, for the purposes of this Section, their agents, consultants and advisors (each, an “IndemniteeIndemnified Party”) against)), from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, losses and related expenses liabilities growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities that are finally determined to result from an Indemnified Party’s gross negligence or willful misconduct. (b) Each of the feesGrantors shall, chargesupon demand, pay to the Secured Parties the amount of any and all reasonable expenses, including the fees and out-of-pocket expenses or disbursements of their counsel and of any experts and agents, which the Secured Parties may incur in connection with (i) the negotiation or preparation of, or any closing under, and disbursements the perfection of (including any filing or recording fees) any and all Liens contemplated by, this Agreement, any amendments and modifications thereto, and terminations thereof, and any other related documents, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral, and (iii) the interpretation, performance or enforcement of any of the rights of the Secured Parties. Without limiting in any manner the generality of the foregoing, each of the Grantors shall pay all reasonable out-of-pocket costs and expenses of the Secured Parties upon failure by the Grantors to perform or observe any of the provisions of this Agreement or upon demand in connection with the bankruptcy or other insolvency proceeding involving a Grantor, in each case, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for any Indemnitee), the Secured Parties and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemniteeconsultants or expert witnesses retained by the Secured Parties, incurred by with respect to any Indemnitee aspect of the Secured Obligations or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or otherwise relating to the transactions contemplated hereby. The Secured Parties shall not be liable to the Grantors for damages as a result of (i) delays, temporary withdrawals of the execution equipment from service or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance other causes other than those caused by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Secured Parties, 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 misconduct. (c) This provisions of such Indemnitee or its Related Partiesthis Section shall survive satisfaction of the Secured Obligations and termination of this Agreement.

Indemnification and Expenses. The (a) Guarantor shall indemnify each Credit Party and each Related Party of their Affiliates and its and their respective shareholders, partners, directors, members officers, employees, attorneys, agents, trustees and advisors of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party party, Borrower, or any Loan Party Guarantor arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, or the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party party, Borrower, or by any Loan PartyGuarantor, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, 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 Indemnitee. (b) Guarantor shall pay to Administrative Agent upon demand the amount of any and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or its Related Partiesenforcement of any rights of any Credit Party in any case commenced by or against Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantor under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties.

Indemnification and Expenses. The Guarantor shall indemnify each Credit Party and each Related Party of any of 24.4.1 To the Credit Parties (each such Person being called an “Indemnitee”) againstfullest extent permitted by law, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and WEIHAI BARRINGTON shall indemnify and hold harmless the Parties and xxxxx xxxxxxxxxx affiliates, Directors, management officers, employees, agents and controlling persons (collectively, the "Indemnitees") from and against any and all claims, demands, liabilities, damages and causes of action, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises, in settlements or as fines and penalties, and legal or other costs or expenses of investigating or defending against any claim or alleged claim, in each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees case whether incurred in connection with judicial, administrative or arbitration proceedings) of any Indemniteenature whatsoever, known or unknown, liquidated or unliquidated (collectively, "Claims"), that arise out of or in connection with the business or activities undertaken by or on behalf of WEIHAI BARRINGTON and are actually incurred by any such Indemnitee; provxxxx xxxx xxx xxxegoing shall only apply if the course of conduct of such Indemnitee did not constitute fraud, gross negligence, willful misconduct or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result breach of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, fiduciary duty or, in the case of the Administrative Agent and its Related Parties onlya Party, the administration breach of this Guaranty; Contract or (ii) its Appendices. 24.4.2 If WEIHAI XXXXXXXXXX xx xxde a party to any actual or prospective claim, litigation, investigation, dispute or proceeding relating to litigatiox xx xxxxxxxxx xxcurs any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, be available to the extent that such losses, claimsliabilities, damages, costs or expenses (a) as a result of or in connection with the obligations or liabilities of any Party unrelated to WEIHAI BARRINGTON's business or (b) by reason of breach of the standxxx xx xxx xxxxx in Article 24.4.1 above, the Party or individual or entity that has breached the standard set forth in Article 24.4.1 shall indemnify and reimburse WEIHAI BARRINGTON for all losses, liabilities, or related expenses are determined by a court damages, costs and exxxxxxx xxxxxxxx xhereby (including reasonable attorneys' fees and expenses, which shall be limited to 15% of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its Related Partiesany damages awarded).

Indemnification and Expenses. The (a) Each Guarantor agrees to indemnify each Credit Party from and against any and all claims, losses, and liabilities in any way relating to, growing out of, or resulting from this Guaranty and the transactions contemplated hereby (including, without limitation, enforcement of this Guaranty), except to the extent such claims, losses, or liabilities result from such Credit Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. (b) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any IndemniteeIndemriitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties. (c) Each Guarantor shall pay to Administrative Agent upon demand the amount of any and all costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that Administrative Agent may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or enforcement of any rights of any Credit Party in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantors under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties.

Indemnification and Expenses. The Guarantor shall (a) Each Obligor will indemnify the Agent, the Lenders, each Credit Party of their affiliates, and each Related Party of any the officers, directors, employees, advisors, agents, controlling persons and other representatives of the Credit Parties foregoing (each such Person being called an the “IndemniteeIndemnified Parties”) against), and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, damages and liabilities, and related any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, orbut limited, in the case of legal fees and expenses, to the Administrative Agent reasonable and documented fees of one firm of U.S. counsel, one firm of Canadian counsel and one firm of German counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of an actual or perceived conflict of interest, where the Indemnified Party affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its Related Parties onlyown counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Lead Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby, the administration Original Credit Agreement, the Amended Credit Agreement, the Second Amended Credit Agreement, the Third Amended Credit Agreement and in the other Loan Documents and the use or intended use of this Guaranty; proceeds thereof, or (iib) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or prospective claimalleged presence or Release or threatened Release of Hazardous Materials on, litigationat, investigationunder or from any property owned, leased or proceeding relating to operated by any of the foregoing, whether based on contract, tortBorrower at any time, or any other theory, whether brought by a third party Environmental Claim related in any way to any Borrower or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, Restricted Subsidiary; provided that such indemnity shall notno Indemnified Person will be indemnified for any loss, as to any Indemnitee and its Related Partiesclaim, be available damage, liability or expense to the extent that it has resulted from (i) the gross negligence, bad faith or willful misconduct of such losses, claims, damages, liabilities, or related expenses are Indemnified Party (as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Lead Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against the Agent, any Lead Arrangers or any other agent or co-agent (if any) designated with respect to the Lenders or any Issuing Bank, in each case solely in their respective capacities as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by the Borrowers to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof. The Borrowers shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agent associated with the syndication of the Revolver Commitments and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents (including field examination costs (which, if performed by the Agent, shall be charged at a rate of $1,000 per day per person)) and appraisal costs and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one U.S. firm of counsel, one Canadian firm of counsel and one German firm of counsel to the Agent (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 14.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to have resulted this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in New York, New York. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Agent of the amount due, the applicable Borrower will, on the date of receipt by the Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the applicable Borrower shall indemnify and save the Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the gross negligence other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or willful misconduct order for a liquidated sum in respect of such Indemnitee an amount due under this Agreement or its Related Partiesany other Loan Document or under any judgment or order. (c) Notwithstanding anything in this Section 14.2 to the contrary, (i) funds received from or held by any Canadian Borrowing Base Obligor shall be applied only to the payment of the Canadian Obligations and shall not be applied to the payment of the U.S. Obligations and (ii) funds received from or held by any German Borrower or any European Guarantor shall be applied only to the payment of the German Obligations and shall not be applied to the payment of the U.S. Obligations.

Indemnification and Expenses. The Guarantor shall indemnify each Credit Party (a) Except to the extent expressly set forth in Section 4.12 and Section 3.02 (to the extent such Indemnified Party’s rights under this Section 14.04(a) would arise as a result of amounts being incurred prior to the 90-day period set forth in Section 3.02(c) or as a result of costs not being imposed on similarly situated sellers in Sections 3.02(a) or (b)), and without duplication of any amounts paid to Buyer by Seller under Section 3.02 or Section 4.12, the Seller agrees to hold the Buyer and the Agent (or the Buyer or the Agent, as the case may be) and each Related of its Affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Repurchase Agreement, any other Repurchase Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Repurchase Agreement, any other Repurchase Document or any transaction contemplated hereby or thereby (including, without limitation, any Takeout Proceeds Identification Letter), that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to (x) any action taken in connection with this Repurchase Agreement, including, but not limited to, the payment of principal, interest and fees, and (y) all Purchased Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and Predatory Lending Practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. (b) In any suit, proceeding or action brought by an Indemnified Party in connection with any Mortgage Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage Loan, the Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by the Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Seller. The Seller also agrees to reimburse an Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Repurchase Agreement, any other Repurchase Document or any transaction contemplated hereby or thereby, including without limitation the fees and disbursements of its counsel as and when billed by such Indemnified Party. (c) The Seller agrees to pay within [***] following receipt of an invoice therefor from the Buyer and the Agent (or the Buyer or the Agent, as the case may be) all of the out-of-pocket costs and expenses incurred by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) in connection with the development, preparation, negotiation and execution of, and any amendment, supplement or modification to, this Repurchase Agreement, any other Repurchase Document or any other documents prepared in connection herewith or therewith. The Seller agrees to pay within [***] following receipt of an invoice therefor from the Buyer and the Agent (or the Buyer or the Agent, as the case may be) all of the out-of-pocket costs and expenses incurred in connection with the consummation and administration of the transactions contemplated hereby and thereby including without limitation (i) all the reasonable fees, disbursements and expenses of counsel to the Buyer and (ii) all the due diligence, inspection, testing and review costs and expenses incurred by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) with respect to Purchased Items under this Repurchase Agreement, including, but not limited to, those costs and expenses incurred by the Buyer pursuant to Sections 14.04(a), 14.06 and 14.23 hereof. The Seller also agrees not to assert any claim against the Buyer and the Agent (or the Buyer or the Agent, as the case may be) or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Repurchase Documents, the actual or proposed use of the proceeds of the Transactions, this Repurchase Agreement or any of the transactions contemplated hereby or thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. (d) If the Seller fails to pay when due any costs, expenses or other amounts payable by it under this Repurchase Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Seller by the Buyer and the Agent (or the Buyer or the Agent, as the case may be) (including without limitation by the Buyer netting such amount from the proceeds of any Purchase Price paid by the Buyer to the Seller hereunder), in its sole discretion and the Seller shall remain liable for any such payments by the Buyer. No such payment by the Buyer shall be deemed a waiver of any of the Credit Parties Buyer’s rights under the Repurchase Documents. (each such Person being called an “Indemnitee”e) againstWithout prejudice to the survival of any other agreement of the Seller hereunder, the covenants and hold each Indemnitee harmless fromobligations of the Seller contained in this Section 14.04 shall survive the termination of this Repurchase Agreement, any the payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the Purchased Loans by the Buyer against full payment therefor. (f) This Section 14.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of etc. arising from any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective non-Tax claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related Parties, 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 its Related Parties.

Indemnification and Expenses. The (a) Each Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties holder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party of the Companies arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Partyof the Companies, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, 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 Indemnitee. (b) Each Guarantor shall pay holders upon demand the amount of any and all reasonable out‑of‑pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Required Holders may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or its Related Partiesenforcement of any rights of any holder in any case commenced by or against any Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantors under the preceding sentence shall survive termination of this Guaranty.

Indemnification and Expenses. The Guarantor shall You agree (a) to indemnify each Credit Party and each Related Party of any of the Credit Parties hold harmless CVC, its affiliates and their respective partners, officers, directors, employees, advisors, and agents (each such Person being called an “Indemnitee”"indemnified person") against, from and hold each Indemnitee harmless from, against any and all losses, claims, damages, liabilities, damages and related expenses (including, without limitationliabilities to which any such indemnified person may become subject arising out of or in connection with this Letter Agreement, the feesMerger Agreement, chargesthe Financing, and disbursements the use of any counsel for any Indemnitee)the proceeds thereof, and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party the Merger or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty related transaction or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable legal or other expenses GMH Holding Company December __, 2004 Page 2 of 4 incurred in connection with investigating or defending any of the foregoing; provided that such indemnity Newco shall not, as to any Indemnitee and its Related Parties, not be available to the extent that such responsible for losses, claims, damages, liabilities, damages or related expenses liabilities that arise out of acts or omissions of an indemnified person that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the taken in bad faith or constitute gross negligence or willful misconduct as determined by a final, non-appealable court order; and (b) if the Financing is provided, to reimburse CVC and its affiliates on demand for all reasonable expenses (including due diligence expenses, travel expenses, and reasonable fees, charges and disbursements of such Indemnitee counsel, accountants and other professionals) incurred by or its Related Partieson behalf of CVC in connection with the Financing and any related documentation (including this Letter Agreement and the Merger Agreement) or the administration, amendment, modification or waiver thereof.

Indemnification and Expenses. The Guarantor shall (a) Each Obligor will indemnify the Agent, the Lenders, each Credit Party of their affiliates, and each Related Party of any the officers, directors, employees, advisors, agents, controlling persons and other representatives of the Credit Parties foregoing (each such Person being called an the “IndemniteeIndemnified Parties”) against), and hold each Indemnitee them harmless from, any from and against all losses, claims, damages, damages and liabilities, and related any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, orbut limited, in the case of legal fees and expenses, to the Administrative Agent reasonable and documented fees of one firm of U.S. counsel, one firm of Canadian counsel and one firm of German counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of an actual or perceived conflict of interest, where the Indemnified Party affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its Related Parties onlyown counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Lead Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby, the administration Original Credit Agreement, the Amended Credit Agreement, the Second Amended Credit Agreement and in the other Loan Documents and the use or intended use of this Guaranty; proceeds thereof, or (iib) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or prospective claimalleged presence or Release or threatened Release of Hazardous Materials on, litigationat, investigationunder or from any property owned, leased or proceeding relating to operated by any of the foregoing, whether based on contract, tortBorrower at any time, or any other theory, whether brought by a third party Environmental Claim related in any way to any Borrower or by any Loan Party, and regardless of whether any Indemnitee is a party thereto, Restricted Subsidiary; provided that such indemnity shall notno Indemnified Person will be indemnified for any loss, as to any Indemnitee and its Related Partiesclaim, be available damage, liability or expense to the extent that it has resulted from (i) the gross negligence, bad faith or willful misconduct of such losses, claims, damages, liabilities, or related expenses are Indemnified Party (as determined by a court of competent jurisdiction by in a final and nonappealable non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Lead Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against the Agent, any Lead Arrangers or any other agent or co-agent (if any) designated with respect to the Lenders or any Issuing Bank, in each case solely in their respective capacities as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by the Borrowers to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof. The Borrowers shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agent associated with the syndication of the Revolver Commitments and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents (including field examination costs (which, if performed by the Agent, shall be charged at a rate of $1,000 per day per person)) and appraisal costs and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one U.S. firm of counsel, one Canadian firm of counsel and one German firm of counsel to the Agent (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 14.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to have resulted this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in New York, New York. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Agent of the amount due, the applicable Borrower will, on the date of receipt by the Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the applicable Borrower shall indemnify and save the Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the gross negligence other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or willful misconduct order for a liquidated sum in respect of such Indemnitee an amount due under this Agreement or its Related Partiesany other Loan Document or under any judgment or order. (c) Notwithstanding anything in this Section 14.2 to the contrary, (i) funds received from or held by any Canadian Borrowing Base Obligor shall be applied only to the payment of the Canadian Obligations and shall not be applied to the payment of the U.S. Obligations and (ii) funds received from or held by any German Borrower or any European Guarantor shall be applied only to the payment of the German Obligations and shall not be applied to the payment of the U.S. Obligations.

Indemnification and Expenses. The (a) Guarantor shall indemnify each Credit Party and each Related Party of any of the Credit Parties holder (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, the fees, charges, and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or any Loan Party of the Companies arising out of, in connection with, or as a result of (i) the execution or delivery or enforcement of this Guaranty or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder, the consummation of the transactions contemplated hereby, or, in the case of the Administrative Agent and its Related Parties only, the administration of this Guaranty; or (ii) any actual or prospective claim, litigation, investigation, or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether brought by a third party or by any Loan Partyof the Companies, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee and its Related PartiesIndemnitee, 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 Indemnitee. (b) Guarantor shall pay holders upon demand the amount of any and all reasonable out‑of‑pocket costs and expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Required Holders may incur in connection with the administration of this Guaranty, including, without limitation, any such costs and expenses incurred in the preservation, protection, or its Related Partiesenforcement of any rights of any holder in any case commenced by or against Guarantor under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute. The obligations of Guarantor under the preceding sentence shall survive termination of this Guaranty.